Good Reason

Good Reason. During the CIC Period, and without an Executive's express written consent, the occurrence of any of the following events, to the extent not cured by the Company within thirty (30) days of Executive's written notification to the Company that a condition constituting Good Reason exists, which written notification must be provided by the Executive to the Company within thirty (30) days of the initial existence of the condition constituting Good Reason: (1) a substantial adverse change in the... nature or scope of the Executive's authority, powers, functions, duties or responsibilities; or 2 (2) a material reduction by the Company in the Executive's rate of annual base salary or target bonus opportunity (except for any reduction that applies generally to members of the senior executive team); or (3) a material change in the geographic location of Executive's primary employment location from the primary location of the Executive's employment at the time of such Change in Control View More

Good Reason. That the Eligible Participant has complied with the Good Reason Process following the occurrence of any of the following events: (i) a diminution in the Eligible Participant's annual base salary or Target Bonus of more than 5%; (ii) a material diminution in the Eligible Participant's authority, duties, or responsibilities; (iii) a material change in the geographic location where the Eligible Participant is principally required to perform services for the Company, except for required travel on... the Company's business; and (iv) any other action or inaction that constitutes a material breach by the Company of a written employment agreement between the Company and the Eligible Participant. View More

Good Reason. Shall have the meaning set forth in the Participant's employment or severance agreement with the Company or any of its Affiliates, or if the Participant is not a party to 4 such an agreement with the definition of "Good Reason", shall mean the occurrence of any one or more of the following events which occur without the Participant's express written consent: (i) a material reduction in the Participant's base salary other than any such reduction that applies generally to similarly situated... employees of the Company; or (ii) relocation of the Participant's principal place of employment outside a 50 mile radius from its current location. View More

Good Reason. Shall have the meaning provided in a Participant's employment or similar services agreement, or in the absence of such an agreement providing such a definition, "Good Reason" means the occurrence of any of the following events without the Participant's written consent, provided that the Participant gives written notice to the Company of the event within 90 days after the initial occurrence thereof, the Company does not fully remedy such event in all material respects within 30 days following... its receipt of the Participant's written notification and the Participant terminates employment or other service with the Company on the date following the expiration of such 30-day cure period: (i) a material adverse change in the Participant's title, authority, duties or responsibilities; (ii) a material reduction in the Participant's base salary (other than in connection with a diminution of base salaries to similarly situated employees), (iii) a geographical relocation of the Participant's principal business location to an area outside a 50 mile radius of the Participant's then principal business location, or (iv) the Company's failure to pay amounts to the Participant when due. View More

Good Reason. For purposes of this Plan, "Good Reason" means, without the prior written consent of the Executive, (i) a material diminution in the Executive's base salary except for across-the-board salary reductions similarly affecting all or substantially all similarly situated employees of the Company, (ii) a material diminution in the Executive's duties, responsibilities or title or (iii) a change of more than 50 miles in the geographic location at which the Executive provides services to the Company.... Notwithstanding the foregoing, Good Reason shall not be deemed to exist unless the Executive gives the Company written notice within 30 days after the occurrence of the event which the Executive believes constitutes the basis for Good Reason, specifying in reasonable detail the circumstances which the Executive believes constitutes the basis for Good Reason. If the Company fails to cure such circumstances, if curable, within 60 days after receipt of such notice, the Executive must terminate his or her employment for Good Reason within 30 days following the expiration of such 60-day cure period. View More

Good Reason. Any of the following events or conditions occurring without the Grantee's express written consent, provided that the Grantee shall have given notice of such event or condition within 90 days of the initial existence of such event or condition and the Company shall not have remedied such event or condition within 30 days after receipt of such notice: i. a materially adverse alteration in the nature or status of the Grantee's duties or responsibilities; ii. a material reduction in the Grantee's... annual base salary or any target bonus, other than an across-the-board reduction that applies to the Grantee and similarly-situated employees; or iii. a change of 50 miles or more in the Grantee's principal place of Employment, except for required travel on business to an extent substantially consistent with the Grantee's business travel obligations. Notwithstanding the foregoing, if the Grantee is party to an employment, severance-benefit, change of control or similar agreement with the Company (or any of its subsidiaries or Affiliates, as applicable) that contains a definition of "Good Reason" (or a correlative term), such definition will apply (in the case of the Grantee for purposes of this Agreement) in lieu of the definition set forth above during the term of such agreement. View More

Good Reason. (i) any material diminution in the nature or scope of your authority, duties or responsibilities from those you had as of the date immediately preceding the Change in Control, (ii) requiring your relocation to a location more than 50 miles from your primary location of employment immediately preceding the Change in Control without your consent or (iii) any reduction in your base salary or target bonus opportunity without your consent

Good Reason. Without a Participant's written consent and unless otherwise defined in a Participant's employment agreement or change in control severance agreement with the Company (in which case such definition will apply), any of the following: (1) Any material and adverse reduction or material and adverse diminution in a Participant's position (including status, offices, titles and reporting requirements), authority, duties or responsibilities held, exercised or assigned at any time during the 90-day... period immediately preceding the Change in Control; (2) Any reduction in a Participant's annual base salary as in effect immediately preceding the Change in Control or as the same may be increased from time to time; or (3) A Participant being required by the Company to be based at any office or location that is more than 70 miles from the location where the Participant was employed immediately preceding the Change in Control. Provided, however, notwithstanding the occurrence of any of the events set forth above in this definition, Good Reason shall not include for the purpose of this definition (1) an isolated, insubstantial and inadvertent action not taken in bad faith and which is remedied by the Company promptly after receipt of notice thereof given by the Participant, or (2) any reduction in the Participant's base annual salary or reduction in benefits received by the Participant where such reduction is in connection with a company-wide reduction in salaries or benefits View More

Good Reason. Shall have the meaning ascribed to such term in the Policy

Good Reason. Shall have the meaning set forth in the Participant's employment agreement, or if not so defined, shall mean the occurrence, without the Participant's express written consent, of (i) an adverse change in the Participant's employment title; (ii) a material diminution in the Participant's employment duties or responsibilities or authority, or the assignment to the Participant of duties that are materially inconsistent with the Participant's position; (iii) any reduction in base salary or target... annual bonus opportunity; (iv) any breach by the Company of any material provision of this Agreement or any other material agreement between the Participant and the Company; or (v) a material diminution in the Participant's reporting line. View More