Good Reason

Good Reason. Shall mean the occurrence of any of the following, without the Employee's express written consent, within a Protected Period: (i) if there is a Change in Control and Employee does not continue to report to the principal executive officer of the most senior resulting entity of the affiliated group of which the Division is a member; (ii) a material reduction in the nature or scope of the responsibilities or duties attached to the position or positions with the Company which Employee held... immediately prior to entering into this Agreement, a material reduction in the aggregate of Employee's base salary and incentive pay opportunity to which (s)he was entitled immediately prior to entering into this Agreement or the termination of Employee's rights to any material employee benefits to which (s)he was entitled immediately prior to the entering into this Agreement or a material reduction in scope or value thereof; or (iii) the Company or its successor shall relocate its principal executive offices, Employee is required to have Employee's principal assigned location of work changed, to any location which shall be in excess of fifty (50) miles from the location thereof immediately prior to entering into this Agreement or Employee is required to travel away from Employee's office in the course of discharging Employee's responsibilities or duties significantly more (in terms of either consecutive days or aggregate days in any calendar year) than was required of Employee prior to Employee entering into this Agreement; provided, that Good Reason shall not exist unless and until Employee provides the Company or a successor with written notice of the act(s) alleged to constitute Good Reason within thirty (30) calendar days of the occurrence of such act(s) and describing such act(s) in reasonably sufficient detail to allow the Company or a successor to cure the act(s), and the Company or a successor fails to cure such act(s) within thirty (30) calendar days of receipt of such notice. Further, Employee must then exercise Employee's right to terminate Employee's employment for Good Reason within sixty (60) calendar days thereafter, in order for the termination to be for Good Reason. View More

Good Reason. For purposes of this Plan, "Good Reason" means, the occurrence of one or more of the following, without the Executive's written consent: (i) a material reduction by the Company of the Executive's base salary as in effect immediately prior to such reduction (other than a proportionate reduction in connection with a general reduction of compensation to the vice presidents of the Company and the employees senior to vice presidents of the Company); or (ii) a relocation of the Executive's... principal place of employment to a location that increases the Executive's one-way commute by more than 35 miles; or (iii) a material diminution in the Executive's responsibilities, title, duties, and reporting lines, provided however, that if the Executive is a senior executive officer of a division of the parent company following a Change in Control (with no material reduction of the level of the Executive's compensation or benefits), such new role does not constitute Good Reason; or 6 (iv) any breach by the Company of this Agreement. In order for an event to qualify as "Good Reason," the Executive must provide the Company with written notice of the acts or omissions constituting the grounds for "Good Reason" within sixty (60) days of the initial existence of the grounds for "Good Reason" and a reasonable cure period of thirty (30) days following the date of written notice (the "Cure Period"), such grounds must not have been cured during such time, and the Executive must resign within ninety (90) days following the end of the Cure Period. View More

Good Reason. For you to resign your employment with the Company means the occurrence of any of the following events without your express written consent; provided, however, that any such resignation by you due to any of the following conditions shall only be deemed for Good Reason if: (1) you give the Company written notice of the intent to terminate for Good Reason within sixty (60) days following the first occurrence of the particular condition or conditions that you believe constitutes Good Reason, which... notice shall describe such condition(s); provided, however, that failure to provide such notice shall not operate as a waiver of your right to resign employment for Good Reason based on the occurrence of a different condition or subsequent occurrence of the same condition; (2) the Company fails to remedy such condition(s) within thirty (30) days following receipt of the written notice (the "Cure Period") of such condition(s) from you; and (3) you actually resign employment from all positions you then hold with the Company within the first thirty (30) days after expiration of the Cure Period: (a) a material reduction in your authority, duties, status or responsibilities;(b) a material reduction of your then current Base Salary, and regardless of whether implemented in a single reduction or a series of reductions, which the parties agree is a reduction of at least five percent (5%) of your Base Salary; notwithstanding the foregoing, such a material reduction of your Base Salary shall not constitute "Good Reason" if such material reduction was made under a salary reduction program that commenced at least three (3) months prior to a Change in Control and is applicable generally to the Company's similarly situated leadership team members; (c) a material reduction in the budget over which you retain authority;(d) a material reduction in the authority, duties, or responsibilities of the CEO to whom you are required to report;(e) any relocation of your principal place of employment to a place that increases your one-way commute by more than thirty-five (35) miles, provided, however, that required travel for Company business shall not constitute "Good Reason"; or (f) the Company's material breach of this Agreement. View More

Good Reason. Has the meaning set forth in the CIC Agreement.

Good Reason. Shall have the meaning ascribed any employment, consulting or similar agreement with the Company or Subsidiary to which the Participant is a party or, if there is no such agreement or if such agreement does not define Good Reason, then Good Reason shall mean (a) a material diminution in the Participant's authority, duties or responsibilities, (b) a material diminution in the Participant's base salary or total cash compensation (including base salary and target bonus opportunity), (c) a material... change in the geographic location at which the Participant must perform services (including, without limitation, a change in the Participant's assigned workplace that increases the Participant's one-way commute by more than 35 miles), provided in each case only if such diminution or change is effected by the Company without the Participant's written consent. No voluntary resignation by the Participant pursuant to (a), (b) or (c) hereof shall be treated as an Involuntary Termination unless the Participant gives written notice to the Committee advising the Company of such intended resignation (along with the facts and circumstances constituting the condition asserted as the reason for such resignation) within thirty (30) days after the time the Participant becomes aware of the existence of such condition and provides the Company a cure period of thirty (30) days following such date that notice is delivered. If the Committee determines that the asserted condition exists and the Company does not cure such condition within the thirty (30)-day cure period, the Participant's termination of employment or service shall be effective on such thirtieth (30th) day of the cure period. View More

Good Reason. If the Employee, at termination of employment, is a party to a written employment agreement with the Company or a Subsidiary, the definition given to that term or a comparable term in that agreement, if any.

Good Reason. Will mean any of the following events, which has not been either consented to in advance by the Participant in writing or, with respect only to subsections (i), (ii), or (v) below, cured by the Company within a reasonable period of time, not to exceed 30 days, after the Participant provides written notice within 30 days of the initial existence of one or more of the following events: (i) a material reduction in compensation; (ii) a material diminution or reduction in the Participant's... responsibilities, duties or authority; (iii) requiring the Participant to take any action which would violate any federal or state law; or (iv) any requirement that the Participant relocate more than 50 miles. Good Reason shall not exist unless the Participant terminates Participant's service within seventy-five (75) days following the initial existence of the condition or conditions that the Company has failed to cure, if applicable. View More

Good Reason. With respect to a Participant, shall have that meaning provided in an applicable employment agreement, service agreement, retention or severance agreement, or other similar agreement between a Participant and the Company (or an Affiliate), if applicable.

Good Reason. The meaning ascribed to such term, or term of similar effect, in any offer letter, employment, severance or similar agreement between the Participant and the Company or one of its subsidiaries; provided, that in the absence of an offer letter, employment, severance or similar agreement containing such definition, Good Reason shall mean the occurrence, described in a written notice of termination of employment to the Company from the Participant, of any of the following circumstances without the... Participant's express prior written consent: (i) a material reduction by the Company or its affiliates in the Participant's annual base salary (provided that a salary reduction of ten percent (10%) or more shall be deemed material for this purpose); (ii) the Company or any of its affiliates requiring the Participant to be based anywhere more than sixty (60) kilometers from the Participant's primary business location on the date of this Agreement (except for required travel on Company business to an extent substantially consistent with the Participant's present business travel obligations); and (iii) a material diminution of the substantial duties or responsibilities of the Participant, taken in the aggregate, as in effect immediately following the closing of the proposed sale of the Company. Notwithstanding the foregoing, a Participant may not resign his or her employment with Good Reason unless: (i) the Participant provides the Company with at least thirty (30) days prior written notice of his or her intent to resign for Good Reason (which notice is provided not later than sixty (60) days following the occurrence of the event constituting Good Reason and contains reasonable detail regarding the basis for asserting Good Reason) and (ii) the Company has not remedied the violation(s) within the thirty (30) day period, and such resignation must occur within ninety (90) days of the end of such remedy period. View More

Good Reason. Any one or more of the following events or actions which are taken without the express, voluntary consent of the Eligible Executive: (i) A material reduction in the Eligible Executive's base salary or incentive compensation opportunity, other than a broad-based reduction of base salaries or incentive compensation opportunities of all similarly situated executives of the Surviving Entity, unless such broad-based reduction only applies to former executives of the Company; or (ii) A material... reduction in the aggregate type, level or value of benefits for which the Eligible Executive is eligible, immediately prior to the Change in Control, other than a broad-based reduction applicable on a comparable basis to all similarly situated executives of the Surviving Entity, unless such broad-based reduction only applies to former executives of the Company; or (iii) A material reduction in the Eligible Executive's authority, duties or responsibilities, including an adverse change in: (A) the Eligible Executive's title, reporting level, reporting line or structure, scope of responsibilities, or management authority, or (B) the scope or size of the business, entity, or budget for which the Eligible Executive had responsibility, in each case as in effect immediately prior to the effective time of the Change in Control; or (iv) The Eligible Executive's primary work location is relocated, resulting in an increase in the Eligible Executive's work commute in excess of thirty-five (35) miles more than the Eligible Executive's work commute immediately prior to the Change in Control; or (v) A material breach by the Surviving Entity of the terms of any employment agreement with the Eligible Executive; or (vi) The failure of the Company to obtain an agreement by the Surviving Entity, if such entity is not the Company, to fully assume and perform the provisions of this Policy; or (vii) The Eligible Executive is asked or required by the Surviving Entity to resign in connection with a Change in Control and does so resign. Notwithstanding the foregoing, in order to constitute a resignation with Good Reason: (A) the Eligible Executive must provide written notice to the Surviving Entity describing the event or condition constituting Good Reason within a period of not more than 90 days from the initial occurrence of such event or circumstance; and (B) if the applicable event or circumstance is capable of being cured, the Surviving Entity fails or refuses to fully remedy such event or circumstance to the Eligible Executive's satisfaction within a 30-day cure period following the receipt of such notice. View More