Good Reason

Good Reason. The occurrence of any one or more of the following actions or events without your written consent; provided that you may not rely on any particular action or event as a basis for terminating your employment for Good Reason unless you deliver a Notice of Good Reason based on that action or event within thirty (30) days of its initial occurrence and Tyson (or its successors) has failed to correct the circumstances cited by you as constituting Good Reason within thirty (30) days of such Notice of... Good Reason and you resign within thirty (30) days following such failure:(i) A material diminution in authority, duties or responsibilities (not merely a change in job title alone);(ii) Greater than a fifteen percent (15%) decrease in the total of your then-current (i) base salary, (ii) target annual cash award opportunity under the Tyson Foods, Inc. Annual Incentive Plan, or any successors thereto, as such plan or its successors may be amended or restated from time to time, as determined by Tyson in its sole discretion, and (iii) target grant date value of the annual long-term incentive award under the Plan, as determined by Tyson in its sole discretion;(iii) Transfer of your primary employment location beyond fifty (50) miles;(iv) The failure by Tyson to obtain a satisfactory agreement from any successor to assume and agree to perform the obligations under this Award Agreement for at least twenty-four (24) months following a Change in Control; or(v) Any action or event described in the above clauses (i)-(iii) taken by Tyson prior to a Change in Control at the request of the other party to the Change in Control transaction or otherwise in contemplation of the closing of a Change in Control transaction. View More

Good Reason. The occurrence of any of the following events or conditions without Executive's written consent: (i) The Company's material breach of its obligation to pay Executive the compensation earned for any past service (at the rate which had been stated to be in effect for such period of service); (ii) a change in Executive's position with the Company (or successor, affiliate, parent or subsidiary of the Company employing him) which materially reduces Executive's duties or stature in the business... conducted by the Company; and (iii) a reduction in Executive's level of compensation under this Agreement (including base salary and fringe benefits and Target Bonus, but excluding stock-based compensation), provided, however, that a Company-wide reduction of compensation of not more than fifteen percent (15%) that is also applicable to all of the senior management team of the Company and which continues for less than three (3) months, shall not constitute Good Reason. Executive must provide written notice to the Company of the occurrence of any of the foregoing events or conditions without Executive's written consent within forty-five (45) days of the occurrence of such event. The Company or any successor or affiliate shall have a period of thirty (30) days to cure such event or condition after receipt of written notice of such event from Executive. Executive's termination of employment by reason of resignation from employment with the Company for Good Reason shall be an "Involuntary Termination" only if such termination of employment occurs within ninety (90) days following the expiration of the foregoing thirty (30) day cure period. Executive's right to terminate employment for Good Reason shall not be affected by Executive's incapacity due to physical or mental illness. Executive's continued employment shall not constitute consent to, or a waiver of rights with respect to, any circumstance constituting Good Reason herein; provided, that the foregoing time periods shall be complied with. View More

Good Reason. Shall mean for the 24 month period following a Change in Control any of the following which occur subsequent to the Commencement Date without your express written consent: (i) a substantial reduction in the Employee's title, position, duties, responsibilities and status with the Company inconsistent with the Employee's title, duties, responsibilities and status immediately prior to a change in the Employee's titles or offices, or any removal of the Employee from or any failure to reelect the... Employee to any of such positions, except in connection with the termination of his employment for disability, retirement or Cause or by the Employee other than for Good Reason; (ii) a relocation of Employee's principal work location without his consent to a location more than 25 miles from the Company's headquarters at Oxford, Connecticut; (iii) any material breach by the Company of any provision of this Agreement; or (iv) any failure by the Company to obtain the assumption of this Agreement by any successor or assign of the Company. View More

Good Reason. In the context of the termination of this Agreement by Executive: (i) a material diminution in Executive's authority, duties, or responsibilities, as compared to Executive's authority, duties, and responsibilities as of the Effective Date, which is not consented to by Executive in writing; (ii) a material diminution in Executive's Base Salary which is not consented to by Executive in writing; (iii) a change in the location of Executive's primary office that requires Executive to regularly... physically report to an office located 50 miles or more from the location of Executive's primary office as of the Effective Date, which change is not consented to by Executive in writing; or (iv) a material breach of this Agreement by Employer. View More

Good Reason. In the context of the termination of this Agreement by Employee: (i) a material diminution in Employee's authority, duties, or responsibilities (as compared to Employee's authority, duties, and responsibilities as of the Effective Date) which is not consented to by Employee in writing; (ii) a material diminution in Employee's Annual Base Salary which is not consented to by Employee in writing; (iii) a change in the location of Employee's primary office such that Employee is required to report... regularly to an office located outside of a 75-mile radius from the location of Employee's primary office as of the Effective Date, which change is not consented to by Employee in writing; or (iv) a material breach of the terms of this Agreement by Employer. View More

Good Reason. The occurrence after a Change in Control of any of the events or conditions described in subsections (i) through (vi) hereof: (i) a change in the Employee's status, title, position or responsibilities (including reporting responsibilities) which, in the Employee's reasonable judgment, represents an adverse change from Employee's status, title, position or responsibilities as in effect at any time within ninety (90) days preceding the date of a Change in Control or at any time thereafter; the... assignment to the Employee of any duties or responsibilities which, in the Employee's reasonable judgment, are inconsistent with Employee's status, title, position or responsibilities as in effect at any time within ninety (90) days preceding the date of a Change in Control or at any time thereafter; any removal of the Employee from or failure to reappoint or reelect Employee to any of such offices or positions, except in connection with the termination of Employee's employment for Disability or Cause, as a result of Employee's death, or by the Employee other than for Good Reason, or any other change in condition or circumstances that in the Employee's reasonable judgment makes it materially more difficult for the Employee to carry out the duties and responsibilities of the Employee's office than existed at any time within ninety (90) days preceding the date of Change in Control or at any time thereafter; (ii) a reduction in the Employee's Base Salary or any failure to pay the Employee any compensation or benefits to which Employee is entitled within five (5) days of the date due; (iii) the Employer's requiring the Employee to be based at any place outside a thirty (30) - mile radius from the executive offices occupied by the Employee immediately prior to the Change in Control, except for reasonably required travel on the Employer's business which is not materially greater than such travel requirements prior to the Change in Control; (iv) the failure by the Employer to (A) continue in effect (without reduction in benefit level and/or reward opportunities) any material compensation or employee benefit plan in which the Employee was participating at any time within ninety (90) days preceding the date of a Change in Control or at any time thereafter, unless such plan is replaced with a plan that provides substantially equivalent compensation or benefits to the Employee, or (B) provide the Employee with compensation and benefits, in the aggregate, at least equal (in terms of benefit levels and/or reward opportunities) to those provided for under each other employee benefit plan, program and practice in which the Employee was participating at any time within ninety (90) days preceding the date of a Change in Control or at any time thereafter; (v) any material breach by the Employer of any material provision of this Agreement; or (vi) any purported termination of the Employee's employment for Cause by the Employer which does not comply with the terms of this Agreement. Employee's right to terminate Employee's employment for Good Reason shall not be affected by Employee's incapacity due to physical or mental illness. View More

Good Reason. Means, without Employee's written consent: (i) any material reduction of Employee's benefits, unless such reduction is in connection with a general reduction of benefits across the Company or successor company; (ii) any material reduction in Employee's compensation, unless such reduction is in connection with a general reduction of compensation across the Company; or (iii) any failure to pay timely and completely any Base Salary or Bonus owed to Employee.

Good Reason. For termination by the Executive of the Executive's employment shall mean the occurrence (without the Executive's express written consent), of any of the following acts by the Company, unless such act is corrected prior to the Date of Termination specified in the Notice of Termination given in respect thereof: (i) a material and ongoing diminution of Executive's title, duties, responsibilities, or authorities; (ii) a material diminution of Executive's annual base salary, unless such reduction... is consistent with a general reduction of compensation rates of all executives or all employees of the Company; (iii) a requirement by the Company that Executive relocate his principal place of employment by more than fifty miles; or (iv) any other action or inaction by the Company that constitutes a material breach of this Agreement, including (1) a failure to include the Executive in the management compensation programs then in effect on substantially the same terms and conditions as that applicable to other officers or similarly situated executives of the AVANGRID Group, or (2) a failure to continue the Executive's participation in the material benefit plans of the AVANGRID Group (other than any pension plan) on substantially the same basis as that applicable to other officers or similarly situated executives of the AVANGRID Group. For the avoidance of doubt, the appointment of a President and assignment to such person of duties appropriate for such position, or the appointment of other executives below the level of Chief Executive Officer, shall not constitute Good Reason. View More

Good Reason. The occurrence of any of the following: (i) a material reduction of the Executive's Base Salary from its then current rate without the Executive's consent, other than a reduction that also is applied to substantially all other executive officers of the Company; (ii) a material diminution in the responsibilities of the Executive as in effect immediately after the Effective Date without the Executive's consent; (iii) a material breach of this Agreement by the Company; or (iv) relocation of... Executive more than 30 miles from Executive's current office location. In each case of the above, the Executive must provide written notice to the Company of the occurrence of such action within 60 days after the action first occurs, and the Executive shall only have Good Reason to terminate his employment if the Company fails to correct such action within 30 business days following receipt of such notice View More

Good Reason. Executive's resignation from all positions he then holds with the Company that is effective within one-hundred twenty (120) days after the occurrence, without Executive's written consent, of any of the following: (i) a material reduction in Executive's Base Salary as in effect immediately prior to such reduction (other than in connection with a general reduction of base salaries applicable to all employees in similar positions not to exceed 10%); (ii) the relocation of Executive's primary work... location to a facility or a location more than fifty (50) miles from Executive's then present location; (iii) a material reduction by the Company in the kind or level of employee benefits to which Executive was entitled immediately prior to such reduction with the result that Executive's overall benefits package is significantly reduced (other than in connection with a general reduction of benefits applicable to all employees in similar positions); or (iv) the significant reduction of Executive's duties, authority or responsibilities (taken as a whole), relative to Executive's duties, authority or responsibilities as in effect immediately prior to such reduction, provided, that any change made solely as the result of the Company becoming a subsidiary or business unit of a larger company in a Change in Control shall not provide for Executive's resignation for Good Reason hereunder. Notwithstanding the foregoing, a resignation shall not constitute a resignation for "Good Reason" unless the condition giving rise to such resignation continues more than thirty (30) days following Executive's written notice of such condition provided to the Company within thirty (30) days of the first occurrence of such condition, and Executive's resignation is effective not later than thirty (30) days after the expiration of such thirty (30) day cure period. View More