Good Reason

Good Reason. Means the occurrence of any of the following, without Employee's express written consent and other than for Cause: (a) a material diminution in any of Employee's authority, duties, or responsibilities, other than as a result of an accommodation due to any Employee being unable, by reason of injury, illness or other physical or mental impairment, to perform the essential functions of the position for which Employee is employed. If the Company temporarily replaces Employee, or transfers... Employee's duties or responsibilities to another individual on account of Employee's inability to perform such duties due to a mental or physical incapacity which is, or is reasonably expected to become, a Disability, then such event shall not be deemed "Good Reason." For the avoidance of doubt, if Employee is serving as the Chief Executive Officer or Chief Financial Officer of the Company and such Employee ceases to serve in such position with the Company, such event shall constitute a material diminution in Employee's authority, duties and responsibilities; (b) a reduction in Employee's (i) Base Salary by 10% or more or (ii) total target cash compensation (including base salary and Target Variable Compensation) by 10% or more (in each case, other than a general reduction that affects all similarly situated Company executives in substantially the same proportions that is not implemented in connection with a Change in Control); (c) a material diminution in the budget (if any) over which Employee retains authority that is implemented in connection with a Change in Control; or (d) a material change in the geographic location at which Employee must perform the services (including, without limitation, a change in Employee's assigned workplace that increases Employee's one-way commute by more than 35 miles). For sake of clarity, any change in Employee's workplace as a result of the initiation, termination or modification of the Company's work-from-home policies implemented in connection with the COVID-19 pandemic or as a result of other extenuating circumstances shall not constitute Good Reason. No termination of employment with the Company by Employee shall be treated as being for Good Reason unless Employee gives written notice to the Administrator advising the Company of such resignation (along with the reason for such resignation) within 60 days after the time that the facts or circumstances constituting Good Reason initially arise and provides the Company a cure period of 30 days following such date and such resignation is effective prior to the 60th day following the end of such cure period. Notwithstanding the foregoing, any sale by the Company of all or substantially all of the stock or assets of a Significant Business Unit shall not constitute Good Reason under clause (a) or (c) above unless responsibility for such Significant Business Unit was the primary duty of such Employee (e.g., as the General Manager or similar position for such Significant Business Unit) and clauses (a) or (c) are otherwise satisfied. View More

Good Reason. The occurrence of any of the following events: (i) any action by the Company which results in a material reduction in Executive's duties (including responsibilities and/or authorities), excluding for this purpose an isolated and inadvertent action not taken in bad faith that is remedied by the Company promptly after receipt of notice thereof given by the Executive, and provided, however, that a change in job position shall not be deemed a "material reduction" in and of itself unless the... Executive's new duties are materially reduced from the prior duties; (ii) a change in the Executive's title (unless agreed to by Executive) or a reduction by the Company in the Executive's annual base salary as in effect on the date hereof or as the same may be increased from time to time, except for an across the board salary reduction affecting all senior executives of the Company and which is implemented before a Change of Control occurs; and (iii) the failure by the Company to honor all the terms and provisions of this Agreement or any other agreement between the Executive and the Company; provided, however, that in order to resign for Good Reason, the Executive must (1) provide written notice to the Company's [General Counsel] within 30 days after the first occurrence of the event giving rise to Good Reason setting forth the basis for the Executive's resignation, (2) allow the Company at least 30 days from receipt of such written notice to cure such event, and (3) if such event is not reasonably cured within such period, the Executive's resignation from all positions the Executive then holds with the Company is effective not later than 90 days after the expiration of the cure period. View More

Good Reason. The Covered Employee's resignation from all positions the Covered Employee then holds with the Company (and all parents and subsidiaries of the Company) within 30 days following expiration of the cure period for the following events taken without the Covered Employee's express written consent, provided that the Covered Employee has given the Board written notice of such event within 90 days after the first occurrence of such event setting forth the basis for the Covered Employee's resignation... and the Company has not reasonably cured such event within 30 days after the Board's receipt of such written notice: (i) a material reduction in the Covered Employee's duties or responsibilities, provided that neither (A) a change in title nor (B) a change in the Covered Employee's reporting relationships, in either case, by virtue of the Company being acquired or made part of a larger entity will be deemed a "material reduction" in and of itself; (ii) a material reduction in the Covered Employee's base salary, unless such reduction is made in connection with a similar action affecting all senior executives of the Company; or (iii) a relocation of the Covered Employee's principal place of employment to a place that increases the Covered Employee's one-way commute by more than 50 miles as compared to the Covered Employee's then-current principal place of employment immediately prior to such relocation View More

Good Reason. The termination of the Executive's employment with the Company Group by the Executive in accordance with the next sentence after the occurrence of one or more of the following events without the Executive's express written consent: (i) a material reduction by the Company of Executive's Salary as in effect immediately prior to such reduction (other than in connection with a general reduction of base salaries applicable to all employees in similar positions), (ii) a material diminution of... Executive's authority, job duties or responsibilities, provided that in the event a Change in Control occurs neither a mere change in title alone nor reassignment to a position that is substantially similar to the position held prior to such Change of Control in terms of duties and/or responsibilities shall constitute a material diminution, or (iii) a change in the location of Executive's employment of more than forty (40) miles from the Company's current location. Executive may not resign for Good Reason without first providing the Company with written notice of the acts or omissions constituting the grounds for "Good Reason" within ninety (90) days of their initial occurrence, a reasonable cure period of not less than thirty (30) days following the date of such notice and Executive's resignation occurs within thirty (30) days following the end of such cure period if the "Good Reason" conditions remain uncured. Notwithstanding the forgoing, Executive's resignation in connection with a formal succession plan between the Company and Executive that is approved by the Board will not trigger Good Reason. View More

Good Reason. Any of the following, in each case, without the Covered Employee's consent: (i) a material diminution in the Covered Employee's base salary except for across-the-board salary reductions similarly affecting all or substantially all similarly situated employees of the Company or Applicable Subsidiary; (ii) a change of more than 50 miles in the geographic location at which the Company or Applicable Subsidiary requires the Covered Employee to provide services to the Company or Applicable Subsidiary... (not including any transition to or from remote or in-person work as a result of the COVID-19 pandemic); or (iii) only following a Sale Event, a material diminution in the employee's, duties, title, responsibilities or reporting relationship. In order to establish a 'Good Reason' for terminating employment, a Covered Employee must provide written notice to the Company or Applicable Subsidiary of the existence of the condition giving rise to the Good Reason, which notice must be provided within sixty (60) days of the initial existence of such condition, the Company or Applicable Subsidiary must fail to cure the condition within thirty (30) days thereafter, and a Covered Employee's termination of employment must occur no later than thirty (30) days after the end of the 30-day cure period or at the end of such longer mandatory notice period as set forth in the Covered Employee's employment agreement unless waived by the Company or Applicable Subsidiary View More

Good Reason. The occurrence of any one of the following events: (i) a material diminution of the duties, authority or responsibilities of the Executive's position; (ii) a reduction in the Executive's base salary of more than 20% of the annual rate; (iii) any change in the Executive's principal place of work which would increase the Executive's commute by 50 miles or more from the Executive's current principal place of work; or (iv) a material breach by the Company of its obligations under this Agreement,... which failure has not been cured in all material respects within 20 days after receiving written notice of such failures from the Executive. Good Reason shall not have occurred unless the Executive shall have provided the Company with at least 14 days advance written notice of the condition constituting Good Reason after such condition first occurs and such condition has not been cured within 30 days following receipt of such notice. View More

Good Reason. With respect to any Participant, any one of the following that occurs without the consent of the Participant: (i) a material reduction in the Participant's title, duties, authority, or responsibilities relative to Participant's title, duties, authority, or responsibilities as in effect immediately prior to such reduction; provided, however, that continued employment following a Change in Control with substantially the same responsibility with respect to the Company's business and operations... will not constitute a material reduction in title, duties, authority, or responsibilities, (ii) a reduction in the Participant's annual base salary, other than a reduction that occurs in connection with a Company-wide decrease in executive team compensation, (iii) a relocation of the Participant's principal workplace by more than 50 miles, or (iv) the Company's material breach of any written agreement as to which both the Company (or a Company Affiliate) and the Participant are parties; provided, however, that the Participant must provide 90 days' notice of the Participant's intent to resign for Good Reason within 30 days after the Participant learns of a potential Good Reason trigger, and the resignation shall be for Good Reason only if the potential Good Reason trigger remains uncured as of the specified date of resignation. View More

Good Reason. Shall have the same meaning as in the Offer Letter.

Good Reason. The Associate's resignation from the Company within thirty (30) days following the occurrence of any of the following events with respect to the Associate: (i) Without the Associate's express written consent, the significant reduction of the Associate's duties, authority, responsibilities, or reporting relationships relative to the Associate's duties, authority, responsibilities, or reporting relationships as in effect immediately prior to such reduction, or the assignment to the Associate of... such reduced duties, authority, responsibilities, or reporting relationships, which reduction or assigned reduction remains in effect five (5) business days after written notice by the Associate to the Chief Executive Officer or the Chief Financial Officer (other than the Associate) of the Parent Company (or the surviving or acquiring entity, as the case may be) of such conditions; provided, however, that the mere occurrence of a Change in Control shall not, in and of itself, constitute a material adverse change in the Associate's duties, authority, responsibilities or reporting relationships. (ii) A material reduction by the Company or the Parent Company (or the surviving or acquiring entity, as the case may be) in the Base Salary, bonus structure or benefits of the Associate as in effect immediately prior to such reduction, with the result that the Associate's overall benefits package is significantly reduced; or (iii) The relocation of the Associate's principal work location to a facility or a location more than fifty (50) miles from the Associate's then present principal work location, without the Associate's express written consent View More

Good Reason. The same meaning, if any, ascribed to such term in any written agreement relating to the employment or services of a Participant or any severance agreement then in effect between such Participant and the Company or one of its Affiliates.