Good Reason

Good Reason. Shall mean: (i) a material diminution in the nature or scope of the employee's duties, responsibilities or authority; (ii) a material reduction in the employee's Base Salary then in effect; (iii) the Company's requiring the employee's ongoing and regular services to be performed at a location more than fifty (50) miles from the geographic location at which the employee was providing services before such requirement; or (iv) a material breach by the Company of any agreement under which the... employee provides services to the Company. In order to terminate the employee's employment for Good Reason, the employee must (w) give notice to the Company of the employee's intention to resign for Good Reason within sixty (60) days after the occurrence of the event (or series of events) that the employee asserts entitles the employee to resign for Good Reason, (x) state in that notice the event that the employee considers to provide the employee with Good Reason to resign, (y) provide the Company with at least thirty (30) days after the employee's notice to cure the event, and (z) if the event is not cured within such thirty (30)-day cure period, resign for Good Reason within thirty (30) days after the end of the thirty (30)-day cure period View More

Good Reason. If the Participant is a party to an employment agreement or similar agreement between the Participant and the Company and such agreement provides for a definition of 'Good Reason' (or substantially similar term), the definition contained therein. If no such agreement exists, or if any such agreement exists but 'Good Reason' (or substantially similar term) is not defined therein, then Good Reason means, as determined by the Committee in its sole and absolute discretion, the occurrence of any one... or more of the following events: (1) any material diminution in the Participant's authority, duties or responsibilities; (2) a change in the Participant's business location of more than thirty (30) miles; (3) a diminution by the Company in the Participant's (A) base salary; or (B) prior to and in connection with a Change in Control or within two years after a Change in Control, a reduction in the target annual bonus amount under any annual incentive plan in a manner inconsistent with other similarly-situated employees; or (4) any action or inaction that constitutes a material breach of any material agreement between the Company and the Participant by the Company. For a termination of employment to constitute 'Good Reason,' the Participant must provide the Company with notice of the event or condition constituting Good Reason within ninety (90) days of the occurrence of the event or condition, and the Company shall have the right to cure the event or condition with thirty (30) days of the receipt of such notice. For purposes of this Section 13(b), any attempt by the Committee to correct a stated Good Reason will not be deemed an admission by the Committee that the Participant's assertion of Good Reason is valid. View More

Good Reason. (A) a material reduction in the Participant's position or responsibilities, excluding for this purpose an isolated, insubstantial or inadvertent action not taken in bad faith; (B) a material reduction in the Participant's base salary or target bonus opportunity, if any, except in connection with an across-the-board reduction of not more than 10% applicable to similarly situated employees of the Company, or (C) the reassignment, without the Participant's consent, of the Participant's place of... work to a location more than 50 miles from the Participant's place of work on the Effective Date; provided that none of the events described in clauses (A), (B) and (C) shall constitute Good Reason hereunder unless (x) the Participant shall have given written notice to the Company of the Participant's intent to terminate his employment with Good Reason within sixty (60) days following the occurrence of any such event and (y) the Company shall have failed to remedy such event within thirty (30) days of the Company's receipt of such notice. View More

Good Reason. Shall have the meaning specified in the Grantee's Employment Agreement, or, if the Grantee is not employed pursuant to an employment agreement or is party to an Employment Agreement that does not define the term, "Good Reason" shall mean any of the following events that occurs without the Grantee's prior consent: (i)the Grantee experiences a material diminution in title, employment duties, authority or responsibilities as compared to the title, duties, authority and responsibilities as in... effect during the 90-day period immediately preceding the Change of Control; (ii)the Grantee experiences a material diminution in compensation and benefits as compared to the compensation and benefits as in effect during the 90-day period immediately preceding the Change of Control, other than (A) a reduction in compensation which is applied to all employees of the Company or affiliate in the same dollar amount or percentage, or (B) a reduction or modification of any employee benefit program covering substantially all of the employees of the Company or affiliate, which reduction or modification generally applies to all employees covered under such program; or (iii)the Grantee is required to be based at any office or location that is in excess of 50 miles from the principal location of the Grantee's work during the 90-day period immediately preceding the Change of Control. Before a resignation will constitute a resignation for Good Reason, the Grantee must give the Company or applicable affiliate a notice of resignation within 30 calendar days of the occurrence of the event alleged to constitute Good Reason. The notice must set forth in reasonable detail the specific reason for the resignation and the facts and circumstances claimed to provide a basis for concluding that such resignation is for Good Reason. Failure to provide such notice within such 30-day period shall be conclusive proof that the Grantee does not have Good Reason to terminate employment. In addition, Good Reason shall exist only if the Company or applicable affiliate fails to remedy the event or events constituting Good Reason within 30 calendar days after receipt of the notice of resignation View More

Good Reason. Good reason as defined by Treasury Regulation § 1.409A-1(n)(2)(ii); provided Treasury Regulation § 1.409A-1(n)(2)(ii)(A)(2)-(4) shall be excluded in the event [(i) the Executive is offered a position as [_____], or equivalent or higher position, by the acquiring entity immediately following a Change in Control, or (ii)] The bracketed language is not included in Gray's change in control agreement. if the Executive does not provide a Notice of Termination within one business day following a... Change in Control, then, effective upon a Change in Control, the definition of "Good Reason" shall exclude Treas. Reg. § 1.409A-1(n)(2)(ii)(A)(2)-(4). View More

Good Reason. The meaning of "good reason" or "for good reason" as set forth in any employment agreement between the Participant and the Company or a Subsidiary

Good Reason. Without Grantee's consent, the occurrence of any of the following events: (i) A material diminution in Grantee's base compensation; (ii) A material diminution in Grantee's authority, duties or responsibilities; (iii) A material change in the geographic location at which Grantee must perform Grantee's services; or (iv) Any other action or inaction that constitutes a material breach by the Company of an agreement under which Grantee provides services. Notwithstanding the foregoing, in order to... terminate for Good Reason, (x) Grantee must provide the Company with written notice of the event(s) or condition(s) constituting Good Reason within ninety (90) days following the existence of such event(s) or condition(s), (y) the Company must be given thirty (30) days to cure such event(s) or condition(s), and (z) Grantee must actually terminate employment for Good Reason within sixty (60) days following the end of the Company's cure period. View More

Good Reason. That, without Pinson's prior written consent, the following shall have occurred: (i) SciPlay materially reduces the scope of the Services or materially interferes with Pinson's ability to perform the Services, except as a result of Pinson's death, disability or termination for Cause; or (ii) any material failure by SciPlay to perform any material obligation under, or material breach by SciPlay of any material provision of, this Agreement; provided, however, that a termination by Pinson for Good... Reason shall not be considered effective unless Pinson shall have provided SciPlay with written notice of the specific reasons for such termination within 30 days after he has knowledge of the event or circumstance constituting Good Reason and SciPlay shall have failed to cure the event or condition allegedly constituting Good Reason within 30 days after such notice has been given to SciPlay and Pinson actually terminates the Services within one year following the initial occurrence of the event giving rise to Good Reason. View More

Good Reason. (1) a material diminution in the nature or scope of the Participant's responsibilities, duties or authority; (2) the Company's material breach of any material contract to which the Participant and the Company are parties; (3) the Company's relocation of the Participant's principal place of employment more than fifty (50) miles from the prior location; or (4) a reduction in the Participant's base salary or target incentive bonus other than, for both base salary and target incentive bonus... individually, a one-time reduction of not more than ten percent (10%) that also is applied to substantially all executive officers of the Company; provided that, in any such case, the Participant provides written notice to the Company of the event giving rise to such claim of Good Reason within thirty (30) days after the Participant learns of the occurrence of such event, and such Good Reason event remains uncured thirty (30) days after the Participant has provided such written notice; provided further that any resignation of the Participant's employment or service for "Good Reason" occurs no later than thirty (30) days following the expiration of such cure period. View More

Good Reason. Means the occurrence, without the Executive's written consent, of any of the events or circumstances set forth in clauses (a) through (e) below. Notwithstanding the occurrence of any such event or circumstance, such occurrence shall not be deemed to constitute Good Reason unless: (i) Executive has given written notice to the Company of his intention to terminate his employment for Good Reason, describing the grounds for such action, no later than 90 days after the first occurrence of such... circumstances, (ii) Executive has provided the Company with at least 30 days in which to cure the circumstances, and (iii) if the Company is not successful in curing the event or circumstance, Executive ends his employment within 30 days following the cure period. Moreover, if such event or circumstance has been fully corrected within the cure period, such event or circumstance may not be used by Executive at any time thereafter as basis for establishing Good Reason. View More