Good Reason

Good Reason. Means, without the written consent of the Executive, the occurrence of any one or more of the following: (i) a material reduction of the Executive's base salary or target annual bonus; (ii) a material diminution in the Executive's position, duties, authority, or responsibilities (other than temporarily while the Executive is physically or mentally incapacitated); (iii) a relocation of the Executive's primary place of employment by more than 60 miles; or (iv) the Company's material breach of... this Agreement or any agreement between the Company and the Executive. Notwithstanding the foregoing, no condition may constitute Good Reason unless (A) the Executive provides written notice to the Company of the existence of such condition no later than 60 days after the Executive knows or reasonably should know of the existence of such condition, (B) the Company fails to remedy such condition within 30 days after receipt of such notice, and (C) the Executive resigns due to the existence of such condition within 60 days after the expiration of the remedial period described in clause (B). View More

Good Reason. If the Participant is a participant in the CIC Severance Plan or is subject to a Severance Policy that defines "Good Reason", "Good Reason" as defined in the CIC Severance Plan or the Severance Policy, as applicable, or, if the Participant is not a participant in the CIC Severance Plan or a Severance Policy that defines "Good Reason", "Good Reason" as defined in any employment, severance or other agreement with the Company or a Subsidiary to which the applicable Participant is a party. If "Good... Reason" is not defined in accordance with the foregoing sentence, "Good Reason" shall have no application in this Plan View More

Good Reason. As such term is defined in a Participant's Employment Agreement or, if the Participant is not a party to an Employment Agreement, then the relocation of the Participant's principal business office to a new principal business office that is more than 50 miles from the Participant's primary residence and at least 20 miles further from such residence that the Participant's current principal business office, without the consent of the Participant

Good Reason. The occurrence of any of the following events without your consent; provided, that any resignation by you due to any of the following conditions will only be deemed for Good Reason if: (i) you give the Company written notice of the intent to terminate for Good Reason within 90 days following the first occurrence of the condition(s) that you believe constitutes Good Reason, which notice will describe such condition(s); (ii) the Company fails to remedy, if remediable, such condition(s) within 30... days following receipt of your written notice (the "Cure Period") of such condition(s) from you; and (iii) you actually resign your employment within the first 15 days after expiration of the Cure Period: (a) a material reduction by the Company of your base salary as in effect immediately prior to the reduction; (b) a material reduction by the Company of your 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; (c) a material reduction in your authority, duties or responsibilities, provided a change in job title or reporting relationship without a reduction in your base salary or annual bonus target will not constitute Good Reason; or (d) relocation of the offices at which you are required to work to a location that would increase your one-way commute by more than 40 miles; provided, that a relocation to Boston, MA to work in the Company's Boston office will not constitute Good Reason. Your death or disability will not constitute a without Cause termination or Good Reason resignation under this Agreement. View More

Good Reason. Will mean without Executive's express written consent (i) a significant reduction or adverse change in Executive's duties, position, reporting relationship or responsibilities, or the removal of Executive from such duties, position or responsibilities; (ii) a reduction by the Company in the base salary of Executive as in effect immediately prior to such reduction unless (a) such reduction is part of a salary reduction plan across the Company's entire senior management team, (b) such reduction... does not have a disproportionate effect on Executive in comparison to other members of the senior management team of the Company and (c) such reduction is not in excess of ten percent (10%) of Executive's base salary; (iii) a material reduction by the Company in the kind or level of benefits to which Executive was entitled immediately prior to such reduction with the result that Executive's overall benefits package is significantly reduced disproportionally to other members of senior management; (iv) a material breach by the Company of a term of this Agreement or any other agreement between the Company and Executive, including the failure of the Company to obtain assumption of this Agreement by any successor; and (v) the relocation of Executive to a facility or a location more than thirty-five (35) miles from Executive's then present employment location. In addition, Executive must provide written notice to the Company of the existence of the one or more of the above conditions within ninety (90) days of its initial existence and the Company must be provided with thirty (30) days to cure the condition. If the condition is not cured within such thirty (30) day period, the Executive must terminate employment within thirty (30) days of the end of such cure period in order to qualify as a termination for Good Reason. View More

Good Reason. Means "Good Reason" as defined in the Participant's employment agreement (or employment offer letter, as applicable) with the Company, the Partnership or any Subsidiary as in effect as of the Grant Date if such agreement exists and contains a definition of Good Reason, or, if no such employment agreement (or employment offer letter, as applicable) exists or such employment agreement (or employment offer letter, as applicable) does not contain a definition of Good Reason, then "Good Reason"... means, without the Participant's prior written consent, the relocation of the Company's offices at which the Participant is principally employed (the "Principal Location") to a location more than forty-five (45) miles from such location, or the Company's requiring the Participant to be based at a location more than forty-five (45) miles from the Principal Location, except for required travel on Company business. Notwithstanding the foregoing, the Participant will not be deemed to have resigned for Good Reason unless (x) the Participant provides the Company with notice of the circumstances constituting Good Reason within sixty (60) days after the initial occurrence or existence of such circumstances, (y) the Company fails to correct the circumstance so identified within 30 days after the receipt of such notice (if capable of correction), and (z) the date of termination of the Participant's employment occurs no later than one hundred eighty (180) days after the initial occurrence of the event constituting Good Reason. View More

Good Reason. Participant's resignation within thirty (30) days following the expiration of any Company cure period (discussed below) following the occurrence of one or more of the following, without Participant's consent: (i) a material reduction in Participant's base salary which reduction is not applicable to a majority of the Company's senior management, provided that any material reduction in Participant's base salary for which there is a substitution with compensation and benefits that, in the... aggregate, are substantially equivalent in value to the reduction in Participant's base salary, will not constitute "Good Reason"; (ii) a material reduction of Participant's authority, duties or responsibilities, unless Participant is provided with a comparable position; provided, however, that a reduction in authority, duties, or responsibilities primarily by virtue of the Company being acquired and made part of a larger entity whether as a subsidiary, business unit or otherwise (as, for example, when an officer of the Company retains such title following an acquisition where the Company becomes a wholly owned subsidiary of the acquirer, but is not made an officer of the acquiring corporation) will not constitute "Good Reason"; or (iii) a material change in the geographic location of Participant's primary work facility or location; provided, that a relocation of fifty (50) miles or less from Participant's then present location or to Participant's home as his primary work location will not be considered a material change in geographic location. In order for an event to qualify as Good Reason, Participant must not terminate employment with the Company without first providing the Company with written notice of the acts or omissions constituting the grounds for "Good Reason" within ninety (90) days of the initial existence of the grounds for "Good Reason" and a reasonable cure period of not less than thirty (30) days following the date of such notice, and such grounds must not have been cured during such time. Any resignation for Good Reason must occur within two (2) years of the initial existence of the acts or omissions constituting the grounds for "Good Reason". View More

Good Reason. Shall have the meaning set forth in any then applicable employment or other similar written agreement (including such similar term or concept, as determined by the Committee) between Participant and the Company or an Affiliate, subject to the relevant provisions of applicable law in the People's Republic of China to the extent mandatorily and preemptively applicable. If there is no such written agreement or if such agreement does not define Good Reason, then Good Reason shall be deemed to exist... if, and only if, without Participant's written consent there is: (i) a substantial adverse alteration in the nature or status of the Participant's responsibilities from those in effect immediately prior to the Change in Control; (ii) a material reduction by the Company in the Participant's annual base salary or target annual incentive award opportunity as in effect on the date hereof or as the same may be increased from time to time; provided, however, that Participant's annual base salary or target annual incentive award opportunity may be decreased as part of an across-the-board reduction in base salaries and target annual incentive award opportunities of all Company executive officers so long as the percentage reduction in Participant's annual base salary or target annual incentive award opportunity is not greater than the percentage reduction applicable to other executive officers, for the same period as the reduction in other executive officer's reduction in annual base salary or target annual incentive award opportunity and, in the event such reduction is later mitigated for other executive officers, Participant's annual base salary or target annual incentive award opportunity is then increased by the same percentage applicable to other executive officers; or (iii) the relocation of the Participant's principal place of employment to a location more than 50 miles from the Participant's principal place of employment immediately prior to the Change in Control or the Company requiring the Participant to be based anywhere other than such principal place of employment (or permitted relocation thereof) except for required travel on the Company's or its affiliates' business to an extent substantially consistent with the Participant's business travel obligations immediately prior to the Change in Control, subject to the relevant provisions of applicable law in the People's Republic of China to the extent mandatorily and preemptively applicable. In order to terminate due to Good Reason, (A) Participant must notify the Company in writing of the occurrence of the Good Reason condition within thirty (30) days of Participant having actual or constructive knowledge of the occurrence of such condition, (B) Participant cooperates in good faith with the Company's efforts at no cost to the Participant, for a period not less than thirty (30) days following such notice (the Cure Period), to remedy the condition, (C) notwithstanding such efforts, the Good Reason condition continues to exist after the expiration of the Cure Period, and (D) Participant terminates Participant's employment within thirty (30) days after the expiration of the Cure Period. For the avoidance of doubt, if the Company cures the Good Reason condition during the Cure Period, Good Reason shall be deemed not to have occurred. View More

Good Reason. For purposes of this Agreement, "Good Reason" shall mean the occurrence of any of the following: (i) a material diminution in Executive's authority, duties, or responsibilities, or a change in Executive's reporting line such that Executive no longer reports directly to the Company's Board of Directors; (ii) a material diminution in (1) the Base Salary from the annual rate of $1,052,100 in effect on the Effective Date, (2) the Target Annual Bonus Percentage from the percentage of 150% in effect... on the Effective Date, or (3) Total Annual Compensation from the Total Annual Compensation with respect to 2020; (iii) the Company's material breach of this Agreement (including, without limitation, any material breach of Section 2 of this Agreement) or the Continuation Agreement; or (iv) any failure by the Company to nominate Executive for election as a director of the Company during the Term or to use all reasonable efforts to cause Executive to be elected or re-elected as a director of the Company during the Term. An assertion of Good Reason by Executive will not be effective unless: (A) one or more of the above conditions has occurred without Executive's written consent; (B) Executive provides notice to the Company of the existence of the Good Reason condition(s) within 90 days after its/their initial existence; (C) the Company does not remedy such condition within 30 days of receiving the notice described in the preceding clause (B); and (D) Executive terminates his employment with the Company on that basis within 10 days of the end of the cure period specified in the preceding clause (C). View More

Good Reason. The term 'Good Reason' shall have the meaning set forth in the Employment Agreement.