Good Reason

Good Reason. Means the occurrence of any of the following without your consent: (i) a material diminution in your authority, duties or responsibilities; (ii) a material diminution in the authority, duties or responsibilities of the supervisor to whom you are required to report; (iii) a material diminution in the budget over which you retain authority; (iv) a material change in the geographical location at which you must perform services; or (v) a material reduction in your base salary; or (vi) the Company's... material breach of any provision of this Agreement or any applicable employment agreement. View More

Good Reason. Means "good reason" (or a term of like import) as defined under the Participant's employment, consulting and/or severance agreement with the Company or an Affiliate or, in the absence of such an agreement or definition, shall mean (i) a material diminution in the Participant's base salary or (ii) the relocation of the geographic location of the Participant's principal place of employment by more than 50 miles from the location of the Participant's principal place of employment as of the Grant... Date; provided that, in the case of the Participant's assertion of Good Reason, (A) the condition described in the foregoing clauses must have arisen without the Participant's consent; (B) the Participant must provide written notice to the Company of such condition in accordance with this Agreement within 45 days of the initial existence of the condition; (C) the condition specified in such notice must remain uncorrected for 30 days after receipt of such notice by the Company; and (D) the date of termination of the Participant's employment or other service relationship with the Company or an Affiliate must occur within 90 days after such notice is received by the Company. View More

Good Reason. The term 'Good Reason' shall mean - unless otherwise defined in an in-force employment agreement between the Participant and the Company or Subsidiary - the occurrence of any of the following within the 60-day period preceding a Date of Termination without the Participant's prior written consent: (i) a material adverse diminution of the Participant's titles, authority, duties or responsibilities, or the assignment to the Participant of titles, authority, duties or responsibilities that are... materially inconsistent with his or her titles, authority, duties and/or responsibilities in a manner materially adverse to the Participant; or(ii) a reduction in the Participant's base salary or annual bonus opportunity (other than any reduction applicable to all similarly situated Executives generally); or(iii) a failure of the Company to obtain the assumption in writing of its obligations under the Plan by any successor to all or substantially all of the assets of the Company within 45 days after a merger, consolidation, sale or similar transaction that qualifies as a Change in Control. View More

Good Reason. Means, if applicable to any Participant in the case of a particular Award, as defined in the Participant's employment agreement or the applicable Award agreement.

Good Reason. As defined in the Severance Plan.

Good Reason. Means the occurrence of any of the following after the applicable Change in Control: (i) a change in duties or responsibilities (including reporting responsibilities) that are inconsistent in any material and adverse respect with Executive's position, duties or responsibilities; (ii) a reduction in Executive's annual base salary or target annual bonus opportunity as in effect immediately prior to such Change in Control or as the same may be increased from time to time thereafter, other than up... to a 10% across the board reduction for all executives; (iii) relocation of more than 50 miles from office location on date of such Change in Control that also increases the commute from Executive's principal residence by more than 50 miles; (iv) reduction of more than 5% in aggregate value of benefits under employee benefit plans, welfare benefit plans and fringe benefit plans in which the Executive is participating immediately prior to such Change in Control; or (v) the failure of a successor to the Company (in any transaction that constitutes a Change of Control) to assume in writing the Company's obligations to Executive under this Agreement, if the same is not assumed by such successor by operation of law. In order to invoke a termination for Good Reason, the Executive shall provide written notice to the Company of the existence of one or more of the conditions described in clauses (i) through (v) within 90 days following the Executive's knowledge of the initial existence of such condition or conditions, specifying in reasonable detail the conditions constituting Good Reason, and the Company shall have 30 days following receipt of such written notice (the "Cure Period") during which it may remedy the condition. In the event that the Company fails to remedy the condition constituting Good Reason during the applicable Cure Period, the Executive's "separation from service" within the meaning of Section 409A of the Code ("Separation from Service") must occur, if at all, within 180 days following such Cure Period in order for such termination as a result of such condition to constitute a termination for Good Reason. View More

Good Reason. (i) the Participant having "Good Reason" to terminate the Participant's employment or service, as defined in any employment or consulting agreement between the Participant and the Company at the time of such termination or (ii) in the absence of any such employment or consulting agreement (or the absence of any definition of "Good Reason" contained therein), the occurrence (without the Participant's express written consent), but only following the Grant Date, of any one of the following acts by... the Company; provided, that, (x) the Participant gives notice to the Company within thirty (30) days after the initial occurrence of the Good Reason event, (y) such event is not fully corrected in all material respects within thirty (30) days following receipt of the Participant's written notification and (z) the Participant terminates the Participant's employment and service with the Weatherford Group on the date following the expiration of such thirty (30)-day cure period: (A) a material reduction in the Participant's annual base salary or annual target bonus opportunity (except in the event of an across the board reduction in annual base salary or annual target bonus opportunity applicable to similarly situated employees); (B) a material diminution in the authority, duties or responsibilities of the Participant; provided that if the Company is a public company a change resulting from the Company no longer being a public company shall not be a basis for a Good Reason termination; or (C) a requirement that the Participant transfer to a work location that is more than fifty (50) miles from such Participant's principal work location and that materially increases Participant's commute. View More

Good Reason. For purposes of this Agreement, "Good Reason" means the occurrence of any one or more of the following without the Executive's express written consent: (i) The assignment to Executive of duties which are materially different from or inconsistent with the duties, responsibilities and status of Executive's position at any time during the six (6) month period prior to the Change of Control of HMI, or which result in a significant reduction in Executive's authority and responsibility as an... executive of HMI or a Subsidiary; (ii) A reduction by HMI in (1) Executive's Annual Base Salary or salary grade as of the date immediately prior to the Change of Control, or the failure to grant salary increases and bonus payments on a basis comparable to those granted to other executives of HMI, (2) Executive's Target Bonus amount under HMI's Incentive Cash Bonus Plan, as of the date immediately prior to the Change of Control, or (3) the target value of Executive's equity-based compensation awards under HMI's Long Term Incentive Plan, as of the date immediately prior to the Change of Control; (iii) any requirement of HMI that the Executive be based at a location in excess of 50 miles from the facility which is the Executive's principal business office at the time of the Change of Control; (iv) The failure of HMI to obtain a sat-isfactory agreement from any successor to HMI to assume and agree to perform this Agreement, as contem-plated in Section 8 of this Agreement; (v) Any termination by HMI of Executive's employment that is other than for Cause; or (vi) A reduction of 5% or more in the aggregate benefits provided to Executive and Executive's dependents under HMI's employee benefit plans (including, without limitation, retirement, medical, prescription, dental, disability, salary continuance, employee life, group life, and accidental death insurance plans and programs) in which the Executive is participating immediately prior to such Change of Control. The existence of Good Reason shall not be affected by Executive's Disability. Except as provided in Section 2(h) of this Agreement, Executive's continued employ-ment shall not constitute a waiver of Executive's rights with respect to any circumstance constituting Good Reason under this Agreement. View More

Good Reason. Means the occurrence of one or more of the following circumstances, without the Participant's express written consent: (i) a change in the Participant's duties or responsibilities (including reporting responsibilities) that taken as a whole represents a material and adverse diminution of the Participant's duties, responsibilities or status with the Company (other than a temporary change that results from or relates to the Participant's incapacitation due to physical or mental illness); (ii) a... reduction by the Company in the Participant's rate of annual base salary or annual target bonus opportunity (including any material and adverse change in the formula for such annual bonus target) as the same may be increased from time to time; or (iii) any requirement of the Company that the Participant's office be more than seventy-five (75) miles from the Participant's primary work location Notwithstanding the foregoing, a termination for Good Reason shall not have occurred unless (x) the Participant gives written notice to the Company describing in reasonable detail the Good Reason event that has occurred within ninety (90) days of the Participant's obtaining knowledge of the event, (y) the Company has failed within thirty (30) days of receipt of such written notice to remedy the circumstances constituting Good Reason and (z) the Participant's termination of employment occurs no later than 150 days following the initial existence of the circumstances constituting Good Reason. Notwithstanding the foregoing, if a Participant is party to an effective employment agreement with the Company that provides a definition for "Good Reason", "Good Reason" shall have the same meaning as under such agreement. View More

Good Reason. That Executive has complied in all material respects with the "Good Reason Process" (hereinafter defined) following the occurrence of any of the following events, without Executive's prior written consent: (i) a material reduction of Executive's annual base salary (unless pursuant to a salary reduction program applicable generally to the Company's senior management employees); (ii) solely during a Change in Control Period, a material reduction in Executive's role or responsibilities in the... successor entity or the parent entity as compared to Executive's role or responsibilities in the Company prior to the Change in Control; provided that a mere change of title and/or reporting authority alone shall not constitute such a material reduction; or (iii) relocation of Executive's principal place of employment to a place greater than 50 miles from Executive's then-current principal place of employment. View More