Good Reason

Good Reason. Means a material reduction in your duties or material reduction in compensation, except for a reduction in compensation that affects all members of management on the same percentage basis.

Good Reason. Resignation from employment with the Company if any of the following actions are taken by the Company without Executive’s prior written consent: (a) a material reduction in Executive’s base salary, which the parties agree is a reduction of at least 10% of Executive’s base salary (unless pursuant to a salary reduction program applicable generally to the Company’s similarly situated employees); or (b) a material reduction in Executive’s duties (including responsibilities and/or authorities),... provided, however, that a change in job position shall not be deemed a “material reduction” in and of itself unless Executive’s new duties are materially reduced from the prior duties; or (c) relocation of Executive’s principal place of employment to a place that increases Executive’s one-way commute by more than sixty (60) miles as compared to Executive’s then-current principal place of employment immediately prior to such relocation. View More

Good Reason. Without the Executive's consent (i) reduction in Executive's Base Salary, (ii) reduction in Executive's Cash Incentive Plan opportunity as described in Section 4(b), (iii) reduction in Executive's equity compensation opportunity as described in Section 4(c), (iv) material reduction in Executive's title, duties or responsibilities, (v) any requirement that the Executive report to anyone other than the Board or Chief Executive Officer, (vi) meaningful, involuntary relocation of Executive's... principal place of business, or (vii) a material breach of this Agreement by the Company. View More

Good Reason. For purposes of this Agreement, “Good Reason” means the occurrence of any of the following conditions, without Executive’s express written consent; provided, however, that Executive’s employment is terminated no later than one hundred eighty (180) days following the initial existence of one or more of the following conditions; provided further, that Executive must provide the Company notice of Good Reason within ninety (90) days of the initial existence of one of the following conditions, upon... which notice the Company shall then have thirty (30) days in which to remedy the condition, under which circumstances the Company shall not be required to pay any amounts specified in Section 11 of this Agreement: (i) A material diminution in Executive’s authority, duties or responsibilities in effect immediately prior to such diminution; (ii) A material diminution in Executive’s Base Salary that persists for longer than twelve (12) months; or (iii) Any other action or inaction that constitutes a material breach by the Company of this Agreement. View More

Good Reason. Shall include: 2.6.1.the assignment to the Executive of any position which results, in the aggregate, in a material reduction in the Executive’s rank, authority, duties, status or responsibilities as an officer of the Company or the Executive is assigned duties and obligations inconsistent with his position with the Company; or 2.6.2.the Executive’s annual base salary is reduced below the higher of the Executive’s base salary in effect immediately before the Change-in-Control or the... Executive’s base salary in effect at any time after the Change-in-Control. View More

Good Reason. Shall have the meaning set forth in the Grantee’s employment agreement with the Company, and if not so defined shall be inapplicable.

Good Reason. (a) in the case where there is an employment agreement, consulting agreement, change of control agreement or similar agreement in effect between you and the Company or one of its affiliates as of the Effective Date that defines 'good reason', 'good reason' as defined under such agreement, or (b) in the case where there is no employment agreement, consulting agreement, change of control agreement or similar agreement in effect between you and the Company or one of its affiliates as of the... Effective Date (or where there is such an agreement but it does not define 'good reason'), such concept will not apply to the Retention Bonus or this Agreement. View More

Good Reason. With respect to such Covered Employee, any of the following conditions or actions taken by the Company without Cause and without such Covered Employee’s consent: (i) a material breach by the Company of an agreement between a Covered Employee and the Company; (ii) the Company significantly reducing the Covered Employee’s base salary or the target percentage eligibility established for the Covered Employee’s annual bonus, other than any Company-wide reduction in compensation of employees; (iii)... the Company significantly reducing the Covered Employee’s duties, authority or responsibilities relative to the Covered Employee’s duties, authority or responsibilities in effect immediately prior to such reduction; or (iv) the relocation of the Covered Employee’s principal place of employment by fifty (50) or more miles from the Covered Employee’s then-current principal place of employment; provided, further, that in each case above, in order for the Covered Employee’s resignation to be deemed to have been for Good Reason, the Covered Employee must first give the Company written notice of the action or omission giving rise to “Good Reason” within thirty (30) days after the first occurrence thereof; the Company must fail to reasonably cure such action or omission within thirty (30) days after receipt of such notice (the “Cure Period”); and the Covered Employee’s resignation must be effective not later than thirty (30) days after the expiration of such Cure Period View More

Good Reason. For termination by the Executive of the Executive's employment means the occurrence, without the Executive's express written consent, of any one of the following acts by the Company: (i) a reduction in the Executive's Base Salary by more than 10% other than a general reduction in annual salary that affects all similarly situated executives in substantially the same proportions and that occurs outside of a Change in Control Covered Period; (ii) a material diminution in the Executive's authority,... duties or responsibilities; or (iii) the Executive's required relocation to offices more than fifty (50) miles from the Executive's then-current principal place of conducting business for the Company. View More

Good Reason. Any of the following taken without your written consent and not cured within thirty (30) days after receipt of written notice thereof: (i) a material change, adverse to you, in 3position, titles or corporate offices; (ii) an assignment of any significant duties that are materially inconsistent with the positions or offices held by you; (iii) a decrease in your then current annual base salary, bonus formula or other compensation and benefits (other than in connection with a general decrease in... the foregoing applicable to all employees of comparable rank, such as changes to the NEO Plan or to generally applicable sales commission structures); or (iv) relocation to a facility or a location more than fifty (50) miles from your then current location. A termination by you shall not be deemed for Good Reason unless you have notified the Company in writing of the intention to terminate for Good Reason within thirty (30) days of the date on which you learn that the event causing the alleged Good Reason has occurred and the Company fails to remedy such Good Reason event within thirty (30) days following the receipt of such notice. Any termination by you for Good Reason has to be made promptly (and in any case within thirty (30) days) after the end of the thirty (30) day period within which the Company may remedy the events giving rise to the right to terminate for Good Reason. View More