Good Reason

Good Reason. For purposes of this Agreement, "Good Reason" means any one of the following without your consent: (a) an assignment of duties or responsibilities (including reporting responsibilities) materially inconsistent with, or which materially reduce, your duties, authority, responsibilities and status with the Company; (b) an adverse change in your title; (c) any material reduction in your Base Salary, other than a reduction, generally applicable to other executives of the Company, by not more than... 25%; (d) the relocation of your principal place of employment to a location that is more than twenty-five (25) miles away from its current location; or (e) the uncured breach of any material provision of this Agreement (or any other agreement with you) by the Company. In order to resign for Good Reason, you must provide written notice to the Company's Board within thirty (30) days after the first occurrence of the event giving rise to Good Reason setting forth the basis for your resignation, allow the Company thirty (30) days from receipt of such written notice to cure such event, and if such event is not reasonably cured within such period, you must resign from all positions you then hold with the Company not later than thirty (30) days after the expiration of the cure period. View More

Good Reason. (i) a reduction in your Annual Base Salary, (ii) a diminution in your title or a diminution in your duties or responsibilities inconsistent with your position including without limitation being asked to resign as a member from the Company's Board of Directors (but, excluding an individual event resulting in a de minimis diminution in your duties or responsibilities), provided, however, that if you provide notice of resignation after such a diminution in your title, duties or responsibilities,... you agree to provide the Company with continued service in a professional and capable manner for a period of up to six months after such notice (although such period may be reduced in the discretion of the Company), (iii) a material breach of this Agreement by the Company or a material breach by the Company of another material agreement between you and the Company, or (iv) the failure of the Company to obtain the assumption (by operation of law, the continuation of the corporate existence of the Company or otherwise) of this Agreement or substitution of a substantially similar agreement by any successors in a Change of Control, in each case without your prior written consent; provided that you must deliver written notice of your resignation to the Company within 90 days of your actual knowledge of any such event, the Company must be provided at least 30 days during which it may remedy the condition and you must terminate your employment within six months of the initial occurrence of Good Reason in order for such resignation to be with Good Reason for any purpose hereunder (except as set forth in (ii) above). View More

Good Reason. (i) a material reduction during any 24 consecutive month period in Base Salary (as that term is defined in Section 4(a)) or in the Employee's annual total cash compensation opportunity (i.e., Base Salary and Bonus Rate (as that term is defined in Section 4(b))), but excluding any reduction applicable to management employees generally; (ii) a material breach of this Agreement by the Employer; or (iii) a change in the Employee's principal work location to a location more than 50 miles from the... Employee's prior work location and more than 50 miles from the Employee's principal residence as of the date of such change in work location. Notwithstanding the foregoing provisions of this definition, Good Reason shall not exist (A) if the Employee has in her sole discretion agreed in writing that such event shall not be Good Reason or (B) unless, (I) within 60 days of the occurrence of the events claimed to be Good Reason the Employee notifies the Employer in writing of the reasons why he believes that Good Reason exists, (II) the Employer has failed to correct the circumstance that would otherwise be Good Reason within 30 days of receipt of such notice, and (III) the Employee terminates her employment within 60 days of such 30-day period (the date of such resignation, the "Early Resignation Date"). View More

Good Reason. Any of the following conditions has come into existence without your consent: (a) a material reduction of your Base Salary; or (b) a material diminution of your authority, duties or responsibilities, provided that that a reduction in your authority, duties or responsibilities following a Corporate Transaction shall not constitute Good Reason if (i) there is no material demotion in your authority, duties or responsibilities within that division of the acquiring company comprised of the... Company, (ii) you merely experience a change in your title, or (iii) the reduction is due to your failure to be elected or reelected to the Board or any committee thereof, to the extent applicable. A resignation for Good Reason will not be deemed to have occurred unless you give the Company written notice of the condition within 30 days after the condition comes into existence, the Company fails to cure the condition within 30 days after receiving your written notice, and you immediately terminate your employment upon the Company's failure to cure or the Company's notice to you that it will decline to cure. View More

Good Reason. A) a material and adverse change in the Executive's duties or responsibilities; provided that a separation of the role of Chairman of the Board from Executive's duties or responsibilities shall not be a material and adverse change; c) a reduction in the Executive's Base Salary or target Annual Bonus percentage; d) a failure during any one calendar year of the Company to grant the Executive Long-Term Incentive Awards in stated value of at least 400% of Base Salary; provided that if the Company... determines not to provide a grant to the Executive and his direct reports due to extenuating circumstances such as dramatic downturn in the Company's share price, a failure shall not have occurred; provided further, that beginning in 2022, if the Company grants to the Executive Long-Term Incentive Awards that are intended to cover annual grants for multiple years, the stated value of any such multi-year grants shall be credited to the appropriate future years. For the purposes of this Section 9.4(d), stated value is determined at the date of grant of a Long-Term Incentive Award and, in the case of equity awards, the number of shares or units to determine the stated value shall be done on a basis consistent with all other executives of the Company (such as the Company's practice as of the Effective Date that utilizes a 20-day volume weighted average trading price to determine the number of restricted stock or performance share units equal to that stated value or a Black-Scholes valuation to determine a number of stock options equal to that stated value; e) breach by the Company of any material provision of this Agreement; or f) relocation of Executive's principal place of employment by more than 50 miles from Executive's then current principal place of employment; provided, that the Executive must give notice of termination for Good Reason within 60 days of the occurrence of the first event giving rise to Good Reason. View More

Good Reason. Means the occurrence of any of the following events without Executive's express written consent: (i) The assignment to Executive by the Board of any duties or responsibilities which are materially inconsistent with Executive's position as Chief Executive Officer, or a material reduction in the duties and responsibilities previously exercised by Executive, or a loss of the title of Chief Executive Officer, except in connection with the termination of his employment for Cause or Disability, or as... a result of Executive's death; (ii) Any material breach by Company of any provision of this Agreement which is not cured to the Executive's reasonable satisfaction within five (5) days after written notice thereof has been provided to the Board; or The expiration of the Employment Period or the termination of the Employment Period for Cause shall preclude Executive's resignation with Good Reason. View More

Good Reason. Means, with respect to Executive's resignation from employment, one or more of the following occurring: (i) a material reduction in Executive's Base Salary; (ii) a material diminution in Executive's duties, responsibilities or authority; (iii) a material breach of this Employment Agreement by the Company; or (iv) the relocation of Executive's principal office by more than thirty (30) miles. "Good Reason" shall only exist if the Executive provided written notice to the Company within ninety (90)... days of the initial existence of the condition, describing the existence of such condition, and the Company shall thereafter have the right to remedy the condition with thirty (30) days of the date the Company received the written notice from the Executive. If the Company remedies the condition within such thirty (30) day cure period, then no Good Reason shall be deemed to exist with respect to such condition. If the Company fails to cure the alleged infraction within thirty (30) days of receiving written notice from Executive, then the Executive may deliver a notice of termination for Good Reason at any time within sixty (60) days following the expiration of such cure period. View More

Good Reason. The occurrence of any of the following events: (i) a material reduction by the Company in your Base Salary; (ii) a material breach by the Company or Company Group of this Agreement or any other material written agreement between you and the Company or Company Group; (iii) a material diminution or reduction in your responsibilities, duties or authorities; (iv) a relocation of your principal work location of more than 25 miles; or (v) requiring you to take any action which the Company knows or... should reasonably be expected to know would violate any federal or state law. View More

Good Reason. (1) the material breach by the Company of this Agreement; (2) the reduction of more than twenty percent by the Company of the Base Salary in effect on the Effective Date or as the same may be increased from time-to-time, without the Executive's consent; (3) any failure by the Company to reappoint the Executive to a position held by the Executive on the date of a Change in Control (as defined in Section 2(c)), except as a result of the termination of the Executive's employment by the Company for... Cause or Disability, the death of the Executive, or the termination of the Executive's employment by the Executive other than for Good Reason; (4) elimination by the Company of the Option or other equity-based compensation plan, without providing substantially equivalent substitutes therefor; (5) the taking of any action by the Company (including the elimination of benefit plans without providing substitutes therefor or the reduction of the Executive's benefits thereunder) that would substantially diminish the aggregate value of the Executive's other fringe benefits; (6) the Company provides written notice to the Executive that the Executive will be required to move her principal residence to remain in her position as Chief Financial Officer; and (7) any failure by the Company to require any successor entity (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business and/or assets of the Company to assume expressly and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform it if no such succession had taken place. The Executive must provide written notice of termination for Good Reason to the Company within 30 days after the event constituting Good Reason. The Company shall have a period of 30 days in which it may correct the act or failure to act that constitutes the grounds for Good Reason as set forth in the Executive's notice of termination. If the Company does not correct the act or failure to act, the Executive's employment will terminate for Good Reason on the first business day following the Company's 30-day cure period. View More

Good Reason. For the sole purpose of determining Executive's right to severance payments and benefits as described above, "Good Reason" shall mean Executive's voluntary termination of Executive's employment following the occurrence of one or more of the following, without Executive's express written consent and the failure of the Company to cure such Good Reason, all pursuant to this paragraph: (i) the Company's offices move more than fifty (50) miles away from their current location; 7 (ii) any material... and adverse change including any material diminution in Executive's title, duties, authority or responsibilities, but excluding changes in Executive's title, duties, authority, responsibilities, and reporting relationships in the event of a Change in Control; provided Executive's remaining duties and responsibilities are consistent with industry norms for the title at companies, subsidiaries or divisions of similar size and circumstances; (iii) the assignment to Executive of duties materially inconsistent with Executive's position with the Company; (iv) a reduction in Executive's Annual Base Salary or Target Bonus other than pursuant to a reduction in compensation that applies to all executive and senior officers; and (v) any material breach by the Company of this Agreement. The Board will be given not less than thirty (30) days' written notice by Executive (within twenty (20) days of the occurrence of the event constituting Good Reason) of Executive's intention to terminate Executive's employment for Good Reason, such notice to state in detail the particular act or acts or failure or failures to act that constitute the grounds on which the proposed termination for Good Reason is based and proposed actions to provide a sufficient cure of such act or acts, or failure or failures to act, and such termination shall be effective at the expiration of such notice period only if the Company has not materially cured such act or acts or failure or failures to act that give rise to Good Reason during such period. Notwithstanding the foregoing, the Company in its sole election may waive any cure periods and Executive's termination will be effective on such earlier date determined by the Board. View More