Good Reason

Good Reason. The occurrence of any one of the following events, unless Executive agrees in writing that such event shall not constitute Good Reason: (i) A material and adverse change in the nature, scope, or status of Executive's position, authorities, responsibilities, or duties from those in effect in accordance with Section 2, including, without limitation, Executive ceasing to be an "executive officer" (as defined under Rule 3b-7 of the Securities Exchange Act of 1934, as amended (the "Exchange Act") of... a company with a class of securities registered under Section 12(b) of the Exchange Act, or the assignment to Executive of any duties materially inconsistent with the duties and responsibilities of Executive Officer; (ii) A material reduction in Executive's then-current Annual Base Salary and/or Target Bonus, or a material reduction in Executive's aggregate benefits or other compensation plans in effect immediately following the Effective Date; (iii) A permanent relocation of Executive's primary place of employment that increases Executive's commuting distance from his primary residence by more than twenty-five (25) miles, as compared with Executive's commute to Executive's primary place of employment as initially agreed to by Executive and the Company; or (iv) A material breach by the Company of this Agreement. View More

Good Reason. Executive's voluntary resignation of employment with the Company within sixty (60) days after the initial occurrence of one or more of the following circumstances, provided that the Executive has notified the Company (or its successor) in writing of the Executive's assertion that one of the following circumstances has occurred, which notice has been delivered within thirty (30) days following the initial occurrence of such event, and provided further that the applicable circumstance shall have... occurred without Executive's consent: (a) a material reduction of the Executive's Salary as then in effect, unless (i) the reduction is made as part of, and is generally consistent with, a general reduction of the base compensation of similarly-situated Company executives, or (ii) such reduction is by ten percent (10%) or less of the Executive's then-current Salary; (b) a material breach of this Agreement by the Company; or (c) a material diminution in the authority, duties, or responsibilities of Executive (for the avoidance of doubt, the Company hiring a Chief Financial Officer to whom the Executive will report does not constitute a material diminution in Executive's authority, duties, or responsibilities for the purposes of this clause (c)); provided, however, with respect to each of the foregoing clauses (a) through (c), Good Reason shall only exist if the Company (or its successor) has failed to cure such circumstance within thirty (30) days following its receipt of the Executive's written notice. View More

Good Reason. Means the occurrence of one of the following without Executive's express written consent: (i) a material reduction of Executive's duties, position or responsibilities, or Executive's removal from such position and responsibilities, unless Executive is offered a comparable position (i.e., a position of equal or greater organizational level, duties, authority, compensation, title and status); (ii) a reduction by the Company in Executive's total compensation and benefits (except for any change to... Annual Cash Bonus performance determination) as in effect immediately prior to such reduction, unless all of the Company's executive officers are required to accept a similar reduction; (iii) a material reduction by the Company in the kind or level of employee benefits to which Executive is entitled immediately prior to such reduction with the result that Executive's overall benefits package is significantly reduced, unless all of the Company's executive officers are required to accept a similar reduction; (iv) Executive is forced to relocate his office by more than 50 miles, (v) the failure of the Company to obtain the assumption of this Agreement pursuant to Section 18, (vi) any reduction in Executive's total compensation and benefits following a Change of Control; and (vii) Company materially breaches its obligations hereunder and fails to cure such breach within 30 days after receipt of written notice thereof given by Executive; provided, however, that the Executive has provided written notice (which shall set forth in reasonable detail the specific conduct of the Company that constitutes Good Reason and the specific provisions of the agreement on which the Executive relies) to the Company of the existence of any condition described in any one of the subparagraphs (i), (ii), (iii), (iv), (v), (vi), and (vii) within 90 days of the Executive's knowledge of the initial existence of such condition, and the Company has not cured the condition within 90 days of the receipt of such notice View More

Good Reason. The occurrence of any one of the following events without Executive's written consent: (A) a reduction in Executive's base salary, except when it is with Executive's consent or part of an overall similar reduction for similarly-situated executives; (B) a material reduction in Executive's incentive compensation (provided, for clarity, that any reduction in the actual amount of annual cash bonus paid to Executive shall not constitute Good Reason); (C) a change in Executive's reporting... relationship such that Executive no longer reports to the Board (provided, however, that such a change following a Change in Control shall not constitute Good Reason); (D) a significant reduction in Executive's responsibilities with respect to management of Company or in Executive's authority or status within Company (provided, however, that a reduction in Executive's responsibilities or authority following a Change in Control shall not constitute Good Reason if (x) there is no demotion in Executive's position or reduction of the scope of Executive's duties within the Company that existed before the Change in Control or (y) Executive is given a position of materially similar or greater overall scope and responsibility within the acquiring company (taking into appropriate consideration that a nominally lower hierarchical role in a larger company may involve similar or greater scope and responsibility than a nominally higher role in the hierarchy of a smaller company); (E) Executive is required to relocate Executive's principal place of employment with the Company (or successor to the Company, if applicable) to a place that increases Executive's one-way commute by more than fifty (50 miles) as compared to Executive's then-current principal place of employment immediately prior to such relocation (excluding regular travel in the ordinary course of business); or (F) a material breach by the Company of any material provision of this Agreement or any other agreement between Executive and the Company. Notwithstanding the foregoing or any other provision of this Agreement to the contrary, "Good Reason" shall not exist if Executive has not provided the Company and the Board written notice of the circumstances constituting "Good Reason" within thirty (30) days of the initial occurrence of the event, allowed the Company thirty (30) days to cure such circumstances, and terminated Executive's employment for Good Reason within ninety (90) days following the initial occurrence of the condition(s) specified in such notice, in the event such condition(s) remained uncured. View More

Good Reason. The occurrence of any of the following: (i) a material breach of this Agreement by Company; or (ii) Executive has a material reduction in position, status, duties or responsibilities, or is assigned duties materially inconsistent with her position. If Executive wishes to terminate her employment for Good Reason, she shall first give Company thirty (30) days prior written notice of the circumstances constituting Good Reason and an opportunity to cure, and such notice must be given to Company... within 30 days of Executive becoming aware of such circumstances View More

Good Reason. Shall mean the occurrence of any of the following, in each case during the Term without the Employee's written consent: (i) any material reduction in the Employee's Base Salary, except as part of an across-the-board reduction in Base Salary of the Employer's "chief' level officers of no more than twenty percent (20%); (ii) any material breach by the Company of any material provision of this Agreement or any material provision of any other agreement between the Employee and the Employer; (iii)... any requirement that Employee relocate more than 50 miles from Christiansted, USVI, without the Employee's consent; or (iv) the Employer's failure to obtain an agreement from any successor to Employer to assume and agree to perform this Agreement in the same manner and to the same extent that Employer would be required to perform if no succession had taken place, except where such assumption occurs by operation of law; or The Employee cannot terminate employment for Good Reason unless the Employee (x) has provided written notice to the Company of the existence of the circumstances providing grounds for termination for Good Reason within thirty (30) business days of the initial existence and Employee's knowledge of such grounds, (y) the Company has had at least thirty (30) business days from the date on which such notice is provided to cure such circumstances and has failed to cure such circumstances, and (z) if not cured by the Company, the Employee terminates the Employee's employment within 30 days after the end of the 30-day cure period. If the Company cures the circumstances constituting Good Reason prior the end of the 30-day cure period. Good Reason shall be deemed not to have occurred. View More

Good Reason. (i) a material diminution in Executive's title, responsibilities, authority or duties; (ii) a material diminution in Executive's Base Salary, except for across-the-board salary reductions similarly affecting all or substantially all C-level executives of the Company; (iii) a change of more than 50 miles in the geographic location at which Executive provide services to the Company; or (iv) the material breach of this Agreement by the Company; provided, however, that no such event will constitute... Good Reason unless (x) Executive provides the Company with written objection to such event within 60 days after the initial occurrence thereof, (y) such event is not reversed or corrected by the Company within 30 days of its receipt of such written objection, and (z) Executive separates from service within 60 days following the expiration of that cure period. View More

Good Reason. Unless the Employee has consented in writing thereto, the occurrence of any of the following: (i) the assignment to the Employee of any duties materially inconsistent with the Employee's position, including any change in status, title, authority, duties or responsibilities or any other action which results in a material diminution in such status, title, authority, duties or responsibilities; provided that the appointment of a Chief Financial Officer by the Company and the allocation of certain... responsibilities to such Chief Financial Officer which had been the responsibility of the Employee, shall not be deemed to be "Good Reason" hereunder, (ii) a material reduction in the Employee's Base Salary by the Company or (iii) the relocation of the Employee's office to a location more than fifty (50) miles from New York, New York. View More

Good Reason. Any action by the Company that results in a material diminution in the Executive's position, authority, duties or responsibilities, excluding for this purpose an isolated, insubstantial and inadvertent action not taken in bad faith and which is remedied by the Company promptly after receipt of notice thereof given by the Executive.

Good Reason. The occurrence of any of the following events without Executive's consent: (i) any material reduction in Executive's authority, responsibilities 7 or duties; (ii) a relocation of her business office to a location more than twenty-five (25) miles from the location at which Executive performed her duties immediately prior to the relocation; (iii) the Company's material breach of any of its obligations under this Agreement; or (iv) a material reduction in Executive's then-Base Salary; provided,... however, that any such termination by Executive shall only be deemed for Good Reason pursuant to this definition if: (A) Executive gives the Company written notice, within ninety (90) days following the first occurrence of the condition(s) that Executive believes constitute(s) Good Reason, which notice shall describe such condition(s), of Executive's intent to terminate for Good Reason; (B) the Company fails to remedy such condition(s) within thirty (30) days following receipt of such written notice (such 30-day period, the "Cure Period"); and (C) Executive voluntarily terminates her employment within thirty (30) days following the end of the Cure Period. View More