Good Reason

Good Reason. (i) a reduction in the Executive's Base Salary or Annual Bonus or aggregate compensation opportunity during the Employment Term (other than, prior to a Change in Control, any reduction solely to Base Salary that is also applicable in a substantially similar manner and proportion to the other senior executives of the Company generally, that is not in excess of an aggregate 10%), (ii) a material adverse change in the Executive's title or position with the Company or the nature or scope of the... Executive's duties during the Employment Term, as defined in Section 1, or Executive no longer reports solely and directly to the Chief Executive Officer, (iii) a demand by the Company during the Employment Term, as defined in Section 1, that the Executive relocate outside of the location at which the Executive was primarily working at the time of such demand, (iv) a material breach by the Company or its Affiliates of this Agreement or any material compensation agreement, or (v) the Company's failure to renew this Agreement pursuant to Section 1(a) so long as the Executive was willing and able to execute a new agreement under substantially similar terms. In order to effectuate a resignation with Good Reason, the Executive must provide written notice to the Company of the existence of Good Reason no later than ninety (90) days after the Executive's knowledge of its initial existence, the Company shall have a period of thirty (30) days following its receipt of such written notice during which it may remedy in all material respects the Good Reason condition identified in such written notice. If the Company fails to remedy in all material respects such Good Reason condition, the Executive shall be permitted to terminate with Good Reason during the thirty (30) day period following the foregoing cure period. View More

Good Reason. The occurrence of one or more of the following events, without your express written consent, within 12 months of Change in Control: (i) a material change in your status, position, authority or responsibilities that does not represent a promotion from or represents an adverse change from your status, position, authority or responsibilities in effect immediately prior to the Change in Control; (ii) a material reduction by the Corporation or Parent, in the aggregate, in your Base Salary, or... incentive, retirement, health benefits, bonus or other compensation plansprovided to you immediately prior to the Change in Control, unless an equitable arrangement has been made with respect to such benefits in connection with a Change in Control; (iii) a failure by the Corporation or Parent to continue in effect any other compensation plan in which you participated immediately prior to the Change in Control (except for reasons of non-insurability), including but not limited to, incentive, retirement and health benefits, unless an equitable arrangement has been made with respect to such benefits in connection with a Change in Control; (iv) a material breach of the Employment Agreement, including but not limited to, requiring you to no longer perform your duties and functions from the work location of your choice (excepting reasonably necessary travel in the ordinary course of business consistent with your past employment with the Corporation);Certain identified information has been excluded from this exhibit because it both (i) is notmaterial and (ii) would be competitively harmful if publicly disclosed. 13 (v) any request by the Parent or any affiliate of Parent that you participate in an unlawful act; or (vi) any purported termination of your employment by the Corporation after a Change in Control which is not effected pursuant to a Notice of Termination satisfying the requirements of clause (h) below and for the purposes of this Agreement, no such purported termination shall be effective. In order to resign for Good Reason, you must provide written notice of the event giving rise to Good Reason to the Parent's Board of Directors within 90 days after the condition arises, allow the Parent or the Corporation 30 days to cure such condition, and if Parent or the Corporation fails to cure the condition within such period, your resignation from all positions you then hold with the Parent and Corporation must be effective not later than 90 days after the end of the 30-day cure period. View More

Good Reason. Shall exist if circumstances are such that the Executive would be deemed to have been constructively dismissed under Applicable Legislation.

Good Reason. To terminate the Executive's employment hereunder after the occurrence of one or more of the following conditions without the Executive's written consent: (i) a material diminution in the Executive's authority, duties, or responsibilities, as described herein; (ii) a material diminution in the Executive's Annual Base Compensation; (iii) a material change in the geographic location at which the Executive must perform the Executive's services hereunder that requires the Executive to relocate his... residence; or (iv) any other action or inaction that constitutes a material breach of this Agreement by the Company; and which, in the case of any of the foregoing, continues beyond thirty (30) days after the Executive has provided the Company written notice that the Executive believes in good faith that such condition giving rise to such claim of Good Reason has occurred, so long as such notice is provided within ninety (90) days after the initial existence of such condition; and Executive actually resigns employment from the Company within thirty (30) days following the Company's failure to remedy the condition and the expiration of the thirty (30) day cure period. View More

Good Reason. Shall exist if (i) the Company, without the Executive's written consent, (A) materially reduces the Executive's then current authority, duties or responsibilities, (B) materially reduces the Executive's then current Salary, (C) commits a material breach of this Agreement, (D) relocates the Executive's principal place of employment by more than fifty (50) miles (unless closer to the Executive's residence) or (E) requires that the Executive report directly to anyone other than the Chief Executive... Officer of the Company; (ii) the Executive provides written notice to the Company of any such action within forty-five (45) days of the date on which such action first occurs and provides the Company with thirty (30) days to remedy such action (the "Cure Period"); (iii) the Company fails to remedy such action within the Cure Period; and (iv) the Executive resigns within thirty (30) days of the expiration of the Cure Period. Good Reason shall not include any isolated, insubstantial or inadvertent action that (I) is not taken in bad faith and (II) is remedied by the Company within the Cure Period. View More

Good Reason. That you have complied with the Good Reason Process (hereinafter defined) following the occurrence of any of the following events: (i) a material diminution in your responsibilities, authority or duties; (ii) a diminution in your Base Salary except for across-the-board salary reductions of similar magnitude based on the Company's financial performance similarly affecting all or substantially all senior management employees of the Company; (iii) a material change in the geographic location of... the principal office of the Company to which you are assigned, such that there is an increase of at least thirty (30) miles of driving distance to such location from your principal residence as of such change; or (iv) the material breach of this Agreement by the Company. View More

Good Reason. Means, without the Executive's prior consent, any of the following: (i) the Company materially breaches the terms of this Agreement or a direction from the Board that the Executive act or refrain from acting which, in either case, would be unlawful or contrary to a material and written Company policy; provided, however, that notwithstanding the foregoing, the Executive's resignation shall not be with Good Reason unless the Executive has notified the Company within the first ninety (90) days... following the initial date of such event occurring that the Executive asserts constitute Good Reason under this clause (i), and the Company has failed to cure within thirty (30) days following its receipt of such notice from the Executive; and provided further that the Executive resigns within thirty (30) days following the end of the cure period; (ii) the Executive is assigned to a position other than Chief Executive Officer (other than for Cause or by reason of his Disability) or assigned duties materially inconsistent with such position if either such change in assignment constitutes a material diminution in the Executive's authority, duties or responsibilities; (iii) the Executive is directed to report to anyone other than the Board if such change in reporting duties constitutes a material diminution in the authority, duties or responsibilities of the supervisor to whom the Executive is required to report; (iv) a material reduction of the Executive's Base Salary or Annual Bonus opportunity; (v) a requirement that the Executive relocate the Executive's employment more than fifty (50) miles from the Executive's then-current location of employment; 8 (vi) a determination by the Executive made in good faith that, as a result of a change in his position with the Company or the power, authority, functions, duties or reporting responsibilities of the Executive as a result of, or within 12 months after, the occurrence of a Change of Corporate Control, the Executive is unable to carry out the power, authority, functions, duties or reporting responsibilities as carried on by the Executive within a reasonable period prior to the completion of the Change in Control. View More

Good Reason. (a) a material adverse change or diminution in Executive's duties, responsibilities, salary or bonus opportunity (except in connection with the termination of the Executive's employment); or (b) a material breach of this Agreement by the Company. Executive may terminate his employment for Good Reason by giving the Board prior written notice of termination for Good Reason within 30 days after the Executive first becomes aware of the event or condition first giving rise to such Good Reason, and... such notice shall become effective 30 days after the date of the notice, unless the Company corrects the circumstances that constitute Good Reason within 30 days following the date of the notice, in which case the notice will be of no further effect. View More

Good Reason. (i) a material diminution in Executive's duties, authority or responsibilities; (ii) a reduction in Executive's Annual Base Salary of more than twenty percent (20%); or (iii) willful and material breach by the Company of its covenants and/or obligations under this Agreement; provided that, in each of the foregoing clauses (i) through (iii) (A) Executive provides the Company with written notice that Executive intends to terminate Executive's employment hereunder for one of the grounds set forth... in clauses (i) through (iii) within thirty (30) days of such ground occurring, (B) if such ground is capable of being cured, the Company has failed to cure such ground within a period of thirty (30) days from the date of such written notice, and (C) Executive terminates by written notice Executive's employment within sixty-five (65) days from the date that Executive provides notice to the Company. For purposes of clarification, the above-listed conditions shall apply separately to each occurrence of Good Reason, and failure to adhere to such conditions in the event of Good Reason shall not disqualify Executive from asserting Good Reason for any subsequent occurrence of Good Reason. For purposes of this Agreement, "Good Reason" shall be interpreted in a manner, and limited to the extent necessary, so that it shall not cause adverse tax consequences for either party with respect to Section 409A of the Internal Revenue Code of 1986, as amended and any successor statute, regulation and guidance thereto. View More

Good Reason. For the sole purpose of determining Executive's right to severance payments as described above, Executive's resignation will be for "Good Reason" if Executive resigns within ninety days after any of the following events, unless Executive consents to the applicable event in a writing signed by Executive in advance of such event: (i) a material breach of the Company's obligations under this Agreement, including any reduction of Executive's Annual Base Salary, (ii) a material decrease in... Executive's authority or areas of responsibility as are commensurate with Executive's then-current title or position (including, without limitation, by amendment to the bylaws or certificate of incorporation of the Company), (iii) a reduction in the Target Bonus, (iv) the Company's failure to obtain an agreement from any successor to the Company to assume and agree to perform this Agreement in the same manner and to the same extent that Company would be required to perform if no succession had taken place, (v) the Company's and/or Board's failure to elect the Executive as Chief Executive Officer of the Company, (vi) failure or material delay in the performance of the Company's obligations pursuant to Section 11(k) (Indemnification; Insurance), or (vii) a material decrease in the Company's obligation to indemnify the Executive to the greatest extent permitted by law (including, without limitation, by amendment to the bylaws or certificate of incorporation of the Company). Notwithstanding the foregoing, no Good Reason will have occurred unless and until Executive has: (a) provided the Company, within 60 days of Executive's knowledge of the occurrence of the facts and circumstances underlying the Good Reason event, written-notice stating with specificity the applicable facts and circumstances underlying such finding of Good Reason; and (b) provided the Company with an opportunity to cure the same within 30 days after the receipt of such notice. View More