Good Reason

Good Reason. The occurrence of any of the following, without the prior written consent of the Executive: (i) a change in the location of the Executive's principal place of employment to a location more than 50 miles from the Executive's initial work site with the Company, (ii) reduction in Executive's annual base salary or bonus opportunity, (iii) material, adverse change in the Executive's duties or responsibilities, other than in connection with the termination of Executive's employment for Cause;... provided, however, that the Executive shall not be deemed to have Good Reason pursuant to this provision unless the Executive gives the Company written notice, within 90 days of the initial occurrence of the specified conduct or event, that the specified conduct or event has occurred and making specific reference to this Section 2(e), the Company fails to cure such conduct or event within thirty (30) days of receipt of such notice, and Executive's Termination Date occurs within ten (10) days of the end of the Company's cure period. View More

Good Reason. Shall mean: (i) without the Employee's express written consent, a material diminution in authority, duties or responsibilities (except after the Employee attains Retirement Age or in connection with the termination of the Employee's employment for Disability, death, Cause, or by the Employee other than for Good Reason); (ii) any material reduction by the Company in the Employee's Base Salary; (iii) any failure of the Company to obtain the assumption of, or the agreement to perform, this... Agreement by any successor as contemplated in Section 13 hereof; (iv) the Company's material breach of this Agreement; or (v) the Company requiring the Employee to be permanently assigned to a location more than 35 miles from Employee's current work location, except for required travel on Company business, or, in the event the Employee consents to any relocation, and such relocation is more than 35 miles from the Employee's previous location, the failure by the Company to pay (or reimburse the Employee) for all reasonable moving expenses incurred by the Employee relating to a change of the Employee's principal residence in connection with such relocation and to indemnify the Employee against any loss realized on the sale of the Employee's principal residence in connection with any such change of residence. Employee must notify Company in writing of any Event that constitutes Good Reason hereunder within thirty days following Employee's initial knowledge of the existence of such Event or such Event shall not constitute Good Reason under this Agreement. Employee must provide prior written notification in accordance with Section 4 of his intention to terminate his employment for Good Reason and the Termination Date and Company shall have thirty days from the date of receipt of such notice to effect a cure of the condition constituting Good Reason, and, upon cure thereof by the Company, such event shall no longer constitute Good Reason. View More

Good Reason. Means: (i)A material diminution in the Executive's base compensation; (ii)A material diminution in the Executive's authority, duties and responsibilities as in effect immediately prior to the Change of Control; (iii)A material diminution in the authority, duties and responsibilities of the supervisor to whom the Executive is required to report as in effect immediately prior to the Change of Control; (iv) A material change in the geographic location in which Executive's principal office was... located immediately prior to the Change of Control; (v)A material diminution in the budget over which the Executive had authority immediately prior to the of the Change of Control; (vi)Any other action or inaction that constitutes a material breach by the Company of this Agreement or any other agreement under which the Executive provides services; provided, however, that Good Reason shall not exist unless the Executive has given written notice to the Company within ninety (90) days of the initial existence of the Good Reason event or condition(s) giving specific details regarding the event or condition; and unless the Company has had at least thirty (30) days to cure such Good Reason event or condition after the delivery of such written notice and has failed to cure such event or condition within such thirty (30) day cure period. View More

Good Reason. The same definition of Good Reason, or any substantially similar term, in the Participant's employment agreement with the Company, if any, that is in effect at the time the determination is being made

Good Reason. 2.7 GOOD REASON.

Good Reason. To effect a voluntary termination of his or her employment in the event that the Company (i) breaches its obligations to pay any salary, benefit or bonus due to him or her, including its obligations under this Agreement, (ii) requires the Optionee to relocate more than 50 miles from the Optionee's current, principal place of employment, (iii) assigns to the Optionee any duties inconsistent with the Optionee's position with the Company or significantly and adversely alters the nature or status... of the Optionee's responsibilities or the conditions of the Optionee's employment, or (iv) reduces the Optionee's base salary and/or bonus opportunity, except for across-the-board reductions similarly affecting all similarly situated employees of the Company and all similarly situated employees of any corporation or other entity which is in control of the Company; and in the event of any of (i), (ii), (iii) or (iv), the Optionee has given written notice to the Committee or the Board of Directors as to the details of the basis for such Good Reason within thirty (30) days following the date on which the Optionee alleges the event giving rise to such Good Reason occurred, the Company has failed to provide a reasonable cure within thirty (30) days after its receipt of such notice and the effective date of the termination for Good Reason occurs within 90 days after the initial existence of the facts or circumstances constituting Good Reason. View More

Good Reason. With respect to the termination of employment or service, the term 'Good Reason' (or similar term) that is expressly defined in a then-effective written agreement between the Grantee and the Company or its Parent or any Subsidiary, or in the absence of such a definition (i) a material diminution in the Grantee's base salary except for across-the-board salary reductions similarly affecting all or substantially all similarly situated employees of the Company or (ii) a change of more than 50 miles... in the geographic location at which the Grantee primarily provides services to the Company, so long as the Grantee provides at least 90 days' notice to the Company following the initial occurrence of any such event and the Company fails to cure such event within 30 days thereafter, and the Grantee terminates employment for Good Reason within 30 days of the end of the Company's cure period if the Company fails to cure such event View More

Good Reason. The occurrence of any of the following events or conditions, without the Executive's express written consent (which consent may be denied, withheld or delayed for any reason): (i) a material reduction in Executive's duties, authority or responsibilities; (ii) [a requirement that Executive report to a corporate officer or employee instead of directly to the Board;] (iii) a material reduction by the Company in Executive's annual base salary or annual bonus or incentive compensation opportunity as... in effect as of the Effective Date or as the same may be increased from time to time; -5- (iv) a requirement by the [Company/Board] that Executive's principal place of employment relocate to a location more than thirty (30) miles from Executive's principal place of employment immediately prior to his or her termination or the Company's requiring Executive to be based anywhere other than such principal place of employment (or permitted relocation thereof) except for required travel on the Company's business to an extent substantially consistent with travel requirements standard and customary in the industry; or (v) any action or inaction that constitutes an uncured, material breach by the Company of this Agreement or any other agreement between the Company and Executive, or any uncured, material breach by the Company of a policy relating to the benefits to which Executive is entitled. Executive must provide notice to the Company of the condition giving rise to "Good Reason" within ninety (90) days of the initial existence of such condition and the Company will have thirty (30) days following such notice to remedy such condition and Executive's resignation for Good Reason must occur within thirty (30) days following the expiration of such cure period if the Company did not remedy such condition. Executive's right to terminate Executive's employment for Good Reason will not be affected by Executive's incapacity due to physical or mental illness. Executive's continued employment will not constitute consent to, or a waiver of rights with respect to, any act or failure to act constituting Good Reason hereunder. View More

Good Reason. Shall have the meaning ascribed to the term in the Grantee's Employment Agreement with the Company.

Good Reason. Grantee's resignation due to the occurrence of any of the following conditions which occurs without Grantee's written consent, provided that the requirements regarding advance notice and an opportunity to cure set forth below are satisfied: (1) a reduction of Grantee's then current base salary by 10% or more unless such reduction is part of a generalized salary reduction affecting similarly situated employees; (2) a change in Grantee's position with the Company that materially reduces Grantee's... duties, level of authority or responsibility; (3) a material breach of any employment agreement between Grantee and the Company or a Subsidiary (if any); or (4) the Company conditions Grantee's continued service with the Company on Grantee's being transferred to a site of employment that would increase Grantee's one-way commute by more than 50 miles from Grantee's then principal residence. In order for Grantee to resign for Good Reason, Grantee must provide written notice to the Company of the existence of the Good Reason condition within 30 days of the initial existence of such Good Reason condition. Upon receipt of such notice, the Company will have 30 days during which it may remedy the Good Reason condition and not be required to provide for the vesting acceleration described herein as a result of such proposed resignation. If the Good Reason condition is not remedied within such 30-day period, Grantee may resign based on the Good Reason condition specified in the notice effective no later than 30 days following the expiration of the 30-day cure period. View More