Good Reason

Good Reason. The same meaning as the term Good Reason that is applicable to a Participant under the Amended and Restated LSC Separation Pay Plan, if any, and as may be further refined in the Participant's participation agreement thereunder

Good Reason. The occurrence, without the Participant's written consent, of any of the following conditions or events: (A) the material failure to maintain the Participant in the office or position, or in a substantially equivalent office or position, held by the Participant immediately prior to the date of the Change in Control; (B) a material adverse change in the nature or scope of the Participant's position, duties, powers, functions or responsibilities as compared to the nature or scope of such... position, duties, powers, functions or responsibilities immediately prior to the date of the Change in Control; provided, however, that a diminution of the Participant's duties, functions or responsibilities attributable solely to the Company ceasing to be a public company on or after the date of the Change in Control shall not alone constitute a material adverse change; (C) any failure by the Company to provide the Participant with the compensation and material benefits provided to the Participant immediately prior to the date of the Change in Control, including any material reduction in the Participant's annual base salary; (D) the failure of any successor to the Company to assume this Agreement; or (E) any requirement by the Company that the Participant relocate more than 50 miles from the Participant's principal workplace. Notwithstanding the foregoing, an act or omission shall not constitute Good Reason unless (i) the Participant gives written notice to the Company indicating that the Participant intends to terminate employment for Good Reason, (ii) the Participant's resignation occurs within sixty (60) days after the Participant knows or reasonably should know of a condition or event described above, or within sixty (60) days after the last in a series of such events, and (iii) the Company has failed to remedy such condition or event within thirty (30) days after receiving the Participant's written notice. If the Company remedies the condition or event described in the Participant's written notice within thirty (30) days after receiving such notice, then such condition or event will not constitute Good Reason for purposes of this Agreement. View More

Good Reason. The occurrence of any of the following events during a Change in Control Protection Period, without the Participant's consent: (a) a material diminution in the Participant's Annual Base Salary or Target Annual Incentive below the amount of Annual Base Salary or Target Annual Incentive in effect immediately prior to such Change in Control; (b) a material diminution in the Participant's authority, duties, or responsibilities as compared to his or her authority, duties, or responsibilities... immediately prior to such Change in Control; (c) a material diminution in the authority, duties, or responsibilities of the supervisor to whom the Participant is required to report; (d) a material diminution in the budget over which the Participant retains authority as compared to the budget over which he or she had authority immediately prior to such Change in Control; (e) a material change in geographic location at which the Participant is principally employed as compared to the geographic location immediately prior to such Change in Control; or (f) the Company's material breach of this Plan or any material term, provision or condition of employment of the Participant, unless the Participant's employment is terminated for Cause within the applicable cure period set forth below. A termination of the Participant's employment shall not be deemed to be for Good Reason unless (x) the Participant gives written notice to the Company of the existence of the event or condition constituting Good Reason within 30 calendar days after becoming aware of the initial occurrence or existence of such event or condition, and (y) the Company fails to cure such event or condition within 30 calendar days after receiving such notice. Additionally, should the Company fail to reasonably cure such event or condition, the Participant must terminate his employment within 90 calendar days after becoming aware of the initial occurrence or existence of the event or condition constituting Good Reason for such termination to be "Good Reason" hereunder View More

Good Reason. With respect to a resignation by the Employee, any one of the following events arising after the Effective Date, but only if (i) such event occurs without the Employee's prior written consent; (ii) such event is not cured within 30 days after the Employee gives written notice to the Company describing such event in detail and demanding cure; (iii) such cure notice is given within 90 days after the Employee learns of the occurrence of such event; and (iv) the Termination Employment occurs within... 10 days after the expiration of any cure right: (A) an assignment of duties to the Employee that are materially inconsistent with and demonstrably inferior to the Employee's position as it existed immediately prior to the Post-Change in Control Period, or (B) a material decrease in the Employee's annual base salary rate, or (C) a material breach of this Agreement by the Company. View More

Good Reason. The occurrence of one of the following events without the Eligible Officer's consent: (A) a material diminution in Eligible Officer's base salary or target annual bonus opportunity percentage, (ii) a requirement that the Eligible Officer be based anywhere other than within 25 miles of such Eligible Officer's principal place of employment as of the date hereof, or (iii) a material diminution in the Eligible Officer's title, duties, responsibilities, authority or reporting obligations from those... in effect as of the date hereof (other than temporarily while the Eligible Officer is physically or mentally incapacitated or as required by applicable law); provided, however, that no event shall constitute Good Reason unless the Eligible Officer has notified the Company in writing of the Eligible Officer's intention to so terminate the Eligible Officer's employment, such notice: (i) to state in detail the particular acts or failures to act that constitute the grounds on which the proposed termination for Good Reason is based, (ii) to be given within sixty (60) days after the first occurrence of such acts or failures to act, and (iii) the Company shall have thirty (30) days following receipt of such notice to cure such acts or failures to act in all material respects. If the Company has not cured such acts or failures to act within the thirty (30) day cure period, then the Eligible Officer's employment shall be immediately terminated for Good Reason View More

Good Reason. Without the Executive's consent, any of (i) the Company's material breach of the terms of any written agreement between the Company or its affiliate and the Executive, (ii) a material diminution in the Executive's duties, functions and responsibilities to the Company and its affiliates; provided, however, that a material diminution in the Executive's duties, functions and responsibilities shall not occur solely because Shenandoah Telecommunications Company does not have common stock or other... securities that are publicly traded, (iii) the Company or an affiliate prevents the Executive from fulfilling or exercising the Executive's material duties, functions and responsibilities, (iv) a more than ten percent (10%) reduction in the Executive's base salary or annual bonus opportunity other than a reduction in base salary or annual bonus opportunity that is proportionate to the reduction in base salary and annual bonus opportunity for similarly situated executives of the Company or its affiliates or (v) a requirement that the Executive relocate the Executive's employment more than fifty miles from the location of the Executive's principal office on the date of this Agreement. The Executive's resignation shall not be deemed a resignation with Good Reason (and will not be a Covered Termination) unless the Executive gives the Company written notice (delivered within thirty days after the Executive knows of the event, action, etc. that the Executive asserts constitutes Good Reason), the event, action, etc. that the Executive asserts constitutes Good Reason is not cured, to the reasonable satisfaction of the Executive, within thirty days after such notice and the Executive resigns effective not later than thirty days after the expiration of such cure period View More

Good Reason. (a) has the meaning set forth in your Individual Agreement; or (b) if you are not party to an Individual Agreement or if such Individual Agreement does not define such term, then the term "Good Reason" means (i) a change in your employment status or responsibilities with the Company that represents a material and adverse change from your status or responsibilities, or the assignment to you of any employment duties or responsibilities that are materially inconsistent with your employment status... or responsibilities, or any action by the Company that results in a marked diminution in your position, authority, duties, or responsibilities (in either case, without sole regard to any change in title or the Company's status as a public or private entity); (ii) a reduction in your base salary for employment with the Company to a level below that in effect at any time previously (other than as part of a comprehensive reduction in salary applicable to employees of the Company generally so long as the reduction applicable to you is comparable to the reduction applied to other employees of the Company at the same career level as you); or (iii) the Company's requirement that you be based at any place outside a 50-mile radius from your then current job location or residence without your written consent, except for travel that is reasonably necessary in connection with the Company's business. View More

Good Reason. The occurrence of any of the following events or conditions, without Executive's express written consent: (i) a material diminution of Executive's base salary or target annual performance bonus; (ii) a material diminution in Executive's authority, duties or responsibilities; or (iii) any requirement by the Company that Executive's principal place of employment be relocated to a location more than fifty (50) miles from Executive's principal place of employment prior to such change, which... relocation materially increases Executive's commuting distance. A termination of employment for Good Reason shall be effectuated by giving the Company written notice ("Notice of Termination for Good Reason"), setting forth in reasonable detail, the specific conduct of the Company that constitutes Good Reason and the specific provision(s) of this Notice on which Executive is relying. Notice of Termination for Good Reason must be provided within ninety (90) days of the condition first arising. The Company will have an opportunity to cure such conduct constituting Good Reason within thirty (30) days of receiving such Notice of Termination for Good Reason. If the Company does not cure such conduct within such thirty (30) day period, a termination of employment for Good Reason shall be effective on the thirty-first (31st) day following the date when the Notice of Termination for Good Reason is received by the Company. View More

Good Reason. The occurrence of any of the following events or conditions without the Executive's written consent: (i) a material diminution in the Executive's authority, duties or responsibilities; provided that The Executive shall not have "Good Reason" by reason of any diminution in authority or responsibilities following a Change in Control that is attributable solely to any one or more of the following: (A) the Company is instead a subsidiary or other part of the acquiring corporation or surviving... corporation of a Change in Control ("Acquiring Company"); (B) the Executive's authority and responsibilities apply, after the Change in Control, only to the business and operations of the Company and do not extend to other parts of the business or operations of the Acquiring Company; (C) the number of employees reporting the Executive is materially reduced; or (D) immaterial portions of the Executive's operational authority are, after the Change in Control, integrated with and managed by other parts of the business or operations of the Acquiring Company; (ii) a material diminution in the Executive's annual base compensation opportunity (i.e., base salary and target bonus percentage); or (iii) relocation of the Executive's principal workplace with the Company by greater than fifty (50) miles, provided that in the case of (i), (ii) and (iii) above, if such event or condition is curable, (A) the Executive has provided the Company written notice at least ninety (90) days following the initial occurrence of any such event or condition, (B) the Company fails to cure such event within thirty (30) days thereafter; and (C) the Executive terminates his or her employment for Good Reason within thirty (30) days following the end of such cure period. View More

Good Reason. The meaning assigned to it in the Employment Agreement