Good Reason

Good Reason. Shall mean, without your written consent, the occurrence of any of the following conditions, unless such condition is fully corrected within sixty (60) calendar days after written notice thereof: (i) The Company permanently and materially diminishes your authority, duties, or responsibilities, including without limitation reporting responsibilities; (ii) The Company materially reduces your overall compensation, including base salary, bonus opportunity and equity award participation; (iii) The... Company requires you to relocate your principal business office to a location not within 50 miles of the Company's principal business office located in the Chicago, Illinois metropolitan area; or (iv) The Company materially breaches the terms of this Agreement. Notwithstanding anything in this Agreement to the contrary, a termination of employment due to Good Reason must occur, if at all, within one hundred twenty (120) calendar days after the Company receives written notice of any one or more of the conditions set forth in this Section 4(b). You must provide the Company with written notice of any one or more of the conditions set forth in this section within ninety (90) calendar days of the initial existence of the condition in order for such condition to constitute Good Reason under this Agreement. View More

Good Reason. The Covered Employee's resignation from all positions the Covered Employee then holds with the Company within 90 days following any of the following events taken without the Covered Employee's consent, provided the Covered Employee has given the Company written notice of such event within 30 days after the first occurrence of such event and the Company not cured such event within 30 days thereafter

Good Reason. Any one or more of the following events: (a) a failure to maintain the Participant in the position, or a substantially equivalent position, with the Company and/or a Subsidiary, as the case may be, which the Participant held immediately prior to the Change in Control; (b) a significant adverse change in the authorities, powers, functions, responsibilities, duties, or reporting structure which the Participant held immediately prior to the Change in Control; (c) a significant reduction in the... Participant's annual base salary as in effect immediately prior to the date on which a Change in Control occurs; (d) a significant reduction in the Participant's qualified retirement benefits, nonqualified benefits and welfare benefits provided to the Participant immediately prior to the date on which a Change in Control occurs; provided, however, that a contemporaneous diminution of or reduction in qualified retirement benefits and/or welfare benefits which is of general application and which uniformly and contemporaneously reduces or diminishes the benefits of all covered employees shall be ignored and not be considered a reduction in remuneration for purposes of this paragraph (d); (e) a significant reduction in the Participant's overall compensation opportunities (as contrasted with overall compensation actually paid or awarded) under a short-term incentive plan, a long-term incentive plan or other equity plan (or in such substitute or alternative plans) from that provided to the Participant immediately prior to the date on which a Change in Control occurs; (f) a change in the location of the Participant's principal place of employment with the Company by more than 50 miles from the location where the Participant was principally employed immediately prior to the date on which a Change in Control occurs; or (g) a failure by the Company to provide directors and officers liability insurance covering the Participant comparable to that provided to the Participant immediately prior to the date on which a Change in Control occurs; provided, however, that no later than 30 days after learning of the action (or inaction) described herein as the basis for a termination of employment for Good Reason, the Participant shall advise the Company in writing that the action (or inaction) constitutes grounds for a termination of his or her Employment for Good Reason, in which event the Company shall have 30 days (the "Cure Period") to correct such action (or inaction). If such action (or inaction) is not corrected prior to the end of the Cure Period, then the Participant may terminate his or her Employment with the Company for Good Reason within the 30-day period following the end of the Cure Period by giving written notice to the Company. If such action (or inaction) is corrected before the end of the Cure Period, then the Participant shall not be entitled to terminate his or her Employment for Good Reason as a result of such action (or inaction) View More

Good Reason. As a reason for a Participant's termination of employment shall have the meaning assigned such term, if any, (i) in the employment, letter or severance agreement, if any, between the Participant and the Company or a Subsidiary, or (ii) if none, under a severance plan or arrangement maintained by the Company or a Subsidiary that applies to the Participant on the date of termination. If the Participant is not a party to an employment, letter or severance agreement with the Company or a Subsidiary... in which such term is defined or if during the applicable severance protection period, the Participant is not a participant in any severance plan or arrangement maintained by the Company or a Subsidiary, then unless otherwise defined in the applicable Award Agreement, "Good Reason" shall mean, without the Participant's consent: (a) any material diminution in the Participant's compensation or benefits, unless such diminution is made generally applicable to all similarly situated employees of the Company, (b) the assignment to the Participant of any duties inconsistent with, or substantially adverse to his or her status and duties, or a reduction in title, (c) a material breach by the Company or a Subsidiary of its obligations under the Participant's employment agreement, if any, and/or (d) the relocation of the Participant's primary work location to a location more than fifty (50) miles away from its current location. A termination of Participant's employment by Participant shall not be deemed to be for Good Reason unless (x) Participant gives notice to the Company of the existence of the event or condition constituting Good Reason within 30 calendar days after such event or condition initially occurs or exists, and (y) the Company fails to cure such event or condition within 30 calendar days after receiving such notice. Additionally, Participant must terminate his or her employment within 90 calendar days after the initial occurrence of the circumstance constituting Good Reason for such termination to be "Good Reason" hereunder View More

Good Reason. (b) "Good Reason" means: (i) A material adverse change in the nature of Employee's title, duties or responsibilities with the Company that represents a demotion from his title, duties or responsibilities as in effect immediately prior to such Change in Control, or a material reduction in Employee's compensation (including benefits), occurring at any time during the Change of Control Period; provided, however, that in the event of a Change in Control, no demotion shall be... deemed to have occurred as long as Employee shall remain as the Company's principal business development executive, notwithstanding title; 7 (ii) A failure by the Company to make any payment to Employee when due, unless the payment is not material and is being contested by the Company, in good faith; (iii) A liquidation, bankruptcy or receivership of the Company; or (iv) A relocation of Employee's primary place of employment of at least 50 miles without Employee's consent. View More

Good Reason. Means Employee's voluntary termination, within 30 days following the expiration of any Company cure period (discussed below) following the occurrence of one or more of the following, without Employee's consent: (a) a material breach of any provision of this Agreement by the Company; (b) failure by the Company to pay when due any compensation to the Employee; (c) a reduction in the Employee's base salary (as set forth in the Offer Letter); (d)(i) failure by the Company to maintain the Employee... in the position referred to in the Offer Letter or (ii) assignment to the Employee of any duties materially inconsistent with the Employee's positions, authority, duties, responsibilities, powers, functions, reporting relationship or title or any other action by the Company that results in a material diminution of such positions, authority, duties, responsibilities, powers, functions, reporting relationship or title, as contemplated by the Offer Letter; excluding in either case of clause (i) or (ii) of this Section 10(h)(d), a reduction or change following an internal corporate restructuring or Change in Control due to the Company being part of a larger entity, and in either case where Employee assumes similar functional duties; or (e) a Change in Control, where the successor to the Company does not assume this Agreement, but provided that the event on which the Change of Control is predicated occurs within 90 days of the service of the Notice of Termination by the Employee; and provided further, however, that the Employee agrees not to terminate his employment for Good Reason pursuant to clauses (a) through (e) unless (i) the Employee has given the Company at least 30 days' prior written notice of his intent to terminate his employment for Good Reason, which notice shall specify the facts and circumstances constituting Good Reason; and (ii) the Company has not remedied such facts and circumstances constituting Good Reason to the reasonable and good faith satisfaction of the Employee within the cure period after receipt of such notice. View More

Good Reason. The meaning set forth on Annex B

Good Reason. With respect to a Participant holding an Award, "Good Reason" (or any term of similar effect) as defined in the Participant's employment agreement with the Company or a Subsidiary if such an agreement exists and contains a definition of Good Reason (or term of similar effect). For the avoidance of doubt, if no such agreement exists or such agreement does not contain a definition of Good Reason (or term of similar effect), the term "Good Reason" as used in this Plan shall have no effect

Good Reason. Has the meaning for such term set forth in the Offer Letter.

Good Reason. The meaning specified in the Employment Agreement.