Good Reason

Good Reason. For purposes hereof, "Good Reason" means, without the Associate's written consent, the occurrence of any of the following events: (i) The reduction in any material respect in the Associate's position(s), authorities or responsibilities that the Associate had with the Company immediately prior to the time of the Change in Control; (ii) A material reduction in the Associate's annual rate of base salary, annual target cash bonus opportunity or annual target long-term incentive opportunity, each in... effect as of immediately prior to the date of the Change in Control; or (iii) A material change in the location of the Associate's location of work which will be at least more than 50 miles from the Associate's place at work at the Company immediately prior to the date of the Change in Control. If the Associate determines that Good Reason exists, the Associate must notify the Company in writing, within ninety (90) days following the initial existence of such grounds that the Associate determines constitutes Good Reason, or else such event shall not constitute Good Reason under the terms of the Associate's employment. If the Company remedies such event within thirty (30) days following receipt of such notice, the Associate may not terminate employment for Good Reason as a result of such event (the "Cure Period"). In the event the Company does not timely remedy such event, the Associate must terminate his employment ninety (90) days following the end of the Cure Period. View More

Good Reason. For an Employee, termination for alleged economic reasons for dismissal as defined by French law (motif économique de licenciement). For corporate officers (mandataires sociaux), the definition of "Good Reason" shall be the same as that set forth in the Agreement, adapted mutatis mutandis to a corporate officer, subject to the condition that the occurrence of the item or items listed therein result from a shareholder decision.

Good Reason. (i)the assignment of the Participant to duties materially inconsistent with the Participant's authorities, duties, responsibilities, and status (including, without limitation, offices, titles and reporting requirements) as an employee of the Company (including, without limitation, any material adverse change in duties or status as a result of the stock of the Company ceasing to be publicly traded or of the Company becoming a subsidiary of another entity, or any material adverse change in the... Participant's reporting relationship, such as the chairman or chief executive officer ceasing to report to the Board of Directors of a publicly traded company), or a reduction or alteration in the nature or status of the Participant's authorities, duties, or responsibilities from the greatest of those in effect (x) on the Grant Date, (y) during the fiscal year immediately preceding the year of the Change in Control, and (z) on the date immediately preceding the Change in Control;(ii)the Company's requiring the Participant to be based at a location which is at least one hundred (100) miles further from the Participant's then current assigned work location immediately prior to the Change in Control, except for required travel on the Company's business to an extent substantially consistent with the Participant's business obligations as of the Grant Date or as the same may be changed from time to time prior to a Change in Control;(iii)a material reduction by the Company in the Participant's then current salary of record paid as annual salary (excluding amounts received under incentive or other bonus plans), as in effect on the Grant Date or as the same may be increased during the Protection Period;(iv)a material reduction in the Participant's level of participation in any of the Company's short- and/or long-term incentive compensation plans, or employee benefit or retirement plans, policies, practices, or arrangements in which the Participant participates from the greatest of the levels in place (x) on the Grant Date, (y) during the fiscal year immediately preceding the year of the Change in Control and (z) on the date immediately preceding the Change in Control; or(v)any termination of Participant's employment by the Company that is not effected pursuant to a written notice of termination which sets forth in reasonable detail the facts and circumstances claimed to provide a basis for termination of the Participant's employment.The existence of Good Reason will not be affected by the Participant's temporary incapacity due to physical or mental illness not constituting a Disability. The Participant's continued employment will not constitute a waiver of the Participant's rights with respect to any circumstance constituting Good Reason; however, "Good Reason" for Participant's separation from employment will exist only if: the Participant provides written notice to the Company within ninety (90) days of the occurrence of any of the above listed events; the Company fails to cure the event within thirty (30) days following the Company's receipt of Participant's written notice; and the Participant separates from employment with the Company effective not later than twenty four (24) months after the original occurrence of the "Good Reason" event. For sake of clarity, the event giving rise to a Good Reason termination must occur during the Protection Period, but Participant's actual termination of employment for Good Reason may occur after the end of the Protection Period, and such termination will be treated as if it occurred during the Protection Period for purposes of Section 3. View More

Good Reason. Means (i) the material breach by the Company or an affiliate of the Company, as applicable, of a written employment agreement, if any, between a Grantee and the Company or an affiliate of the Company, as applicable, (ii) the assignment of a Grantee without his or her consent to a position, responsibilities, or duties of a materially lesser status or degree of responsibility than his or her position, responsibilities, or duties on the date of a Corporate Transaction or Change of Control, as... applicable, as set forth in writing between the Grantee and the Company, (iii) a reduction in a Grantee's base salary, provided that an across-the-board reduction in the base salary level of substantially all other individuals in positions similar to Grantee's by the same percentage amount shall not give rise to Good Reason, (iv) the requirement by the Company that a Grantee's principal place of employment be anywhere other than within 50 miles of the Grantee's principal place of employment with the Company immediately preceding a Corporate Transaction or Change of Control; or (v) a material breach by the Company of this Plan which is not cured by the Company within 30 days following written notice to the Company of such breach. View More

Good Reason. Means "Good Reason" as defined in the Employment Agreement.

Good Reason. Unless otherwise defined in a Participant's Award Agreement

Good Reason. That the Covered Executive has complied with the "Good Reason Process" following the occurrence of any of the following events, in each case that occurs without the Covered Executive's express written consent: (i) the Covered Executive has suffered a material reduction in any of the duties, authority and/or responsibilities attached to the Covered Executive's offices and positions in the Company Group; (ii) a material reduction in the Covered Executive's base salary except for across-the-board... salary reductions similarly affecting all or substantially all senior management employees of the Company Group; or (iii) the Company shall require the Covered Executive to have his or her principal location of work changed to any location which is more than 25 miles from the location of the Covered Executive's then principal place of employment. For purposes of Section 2(l)(i), a change in the reporting relationship, or a change in a title will not, by itself, be sufficient to constitute a material diminution of responsibilities, authority or duty View More

Good Reason. Has the meaning, if any, set forth in the employment or service agreement then in effect, if any, between the Participant and the Company or any Affiliate, or if there is no such meaning set forth in such employment or service agreement or there is no such employment or service agreement then in effect, means (i) a material reduction of the Participant's annual base salary, or (ii) a relocation of the Participant's principal place of employment by more than 50 miles, provided, that, in each... case, the Participant will not be deemed to have Good Reason unless (i) the Participant first provides the Company with written notice of the condition giving rise to Good Reason within 30 days of its initial occurrence, (ii) the Company or the successor company fails to cure such condition within 30 days after receiving such written notice (the "Cure Period"), and (iii) the Participant's resignation based on such Good Reason is effective within 30 days after the expiration of the Cure Period. View More

Good Reason. As a reason for a Participant's termination of employment or service shall have the meaning assigned such term, if any, (a) in the employment, letter or severance agreement, if any, between the Participant and the Company or a Subsidiary, or (b) 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

Good Reason. Your termination of your employment based upon one or more of the following events (except as a result of a prior termination): (i) any change in your position or responsibilities or assignment of duties materially inconsistent with your status prior to the Change in Control; (ii) following a business combination related to a Change in Control, a failure to offer you a position in the combined business entity, having authority equivalent in scope to the authority in the position held by you in... the Company immediately prior to such business combination; (iii) any decrease in your Base Salary, target annual incentive or long- term incentive opportunity; (iv) any breach of the terms of this Agreement by HSI after receipt of written notice from you and a reasonable opportunity to cure such breach; (v) HSI fails to obtain any successor entity's assumption of its obligations to you hereunder; or (vi) the Company requiring you to perform your services as an employee on an ongoing basis at a location more than 75 miles distant from the location at which you perform your services as of the date immediately prior to the Change in Control. View More