Good Reason

Good Reason. The occurrence of any of the following events or conditions without Executive’s written consent: (i) a material diminution in Executive’s title, authority, duties or responsibilities with the Company, including, without limitation, the continuous assignment to Executive of any duties materially inconsistent with Executive’s position with the Company, any requirement that Executive report to any person(s) other than the Board or the Chief Executive Officer of the Company or a material negative... change in the nature or status of Executive’s responsibilities or the conditions of Executive’s employment with the Company; (ii) a material diminution in Executive’s annualized cash and benefits compensation opportunity, which shall include Executive’s base compensation, Executive’s annual target bonus opportunity and Executive’s aggregate employee benefits (including equity compensation), as in effect on the Effective Date as the same may be increased from time to time thereafter; (iii) a material change in the geographic location at which Executive must perform his or her duties (and the Company and Executive agree that any involuntary relocation of the Company’s offices at which Executive is principally employed to a location more than fifty (50) miles from such location would constitute a material change); or (iv) any other action or inaction that constitutes a material breach by the Company or any successor or affiliate of its obligations to Executive under this Agreement or that certain Offer Letter between the Executive and the Company dated April 10, 2023. Executive’s right to terminate employment with the Company pursuant to this section shall not be affected by Executive’s incapacity due to physical or mental illness. Executive’s continued employment with the Company shall not constitute consent to, or a waiver of rights with respect to, any circumstance constituting Good Reason hereunder. 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 ninety (90) 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. Any voluntary Separation from Service for “Good Reason” following such thirty (30) day cure period must occur no later than the date that is six (6) months following the initial occurrence of one of the foregoing events or conditions without Executive’s written consent. Executive’s voluntary Separation from Service by reason of resignation from employment with the Company for Good Reason shall be treated as involuntary. View More

Good Reason. Without the Executive's express written consent (i) a significant reduction of the Executive's duties, position or responsibilities, or the removal of such Executive from such position and responsibilities, unless the Executive is provided with a comparable position (i.e., a position of equal or greater organizational level, duties, authority, compensation and status); (ii) a substantial reduction, without good business reasons, of the facilities and perquisites (including office space and... location) available to the Executive immediately prior to such reduction; (iii) any attempted reduction by the Company in the base compensation of the Executive as in effect immediately prior to such attempted reduction; (iv) a material reduction by the Company in the kind or level of benefits to which the Executive was entitled immediately prior to such reduction with the result that such Executive's overall benefits package is significantly reduced; or (v) the relocation of the Executive to a facility or a location more than fifty (50) miles from such Executive's then present location. View More

Good Reason. Any one or more of the following: a. Reduction of Executive's Post Change in Control Salary or a reduction in benefits under or elimination of any significant compensation or benefit plan benefiting Executive, unless the reduction or elimination of benefit is generally applicable to substantially all similarly situated employees (or similarly situated employees of a successor or controlling entity of the Company or the Bank) formerly benefited; b. The Post Change in Control assignment to... Executive without his/her consent of any authority or duties materially inconsistent with Executive's position as of the date of the Change in Control; or c. A relocation or transfer of Executive's principal place of employment that would require Executive to commute on a regular basis more than 50 miles each way from his/her present place of employment. View More

Good Reason. Within the two year period following a Change in Control, (i) a material diminution to your base salary, bonus opportunity, authority, duties or responsibilities, (ii) Avantor fails to make any compensatory payment to you when due, which is required to be paid to you pursuant to the Offer Letter, (iii) a relocation of your principal place of employment to a location that is outside a fifty (50) mile radius from your principal place of employment immediately prior to a Change in Control, or (iv)... any other action or inaction by Avantor which constitutes a material breach by Avantor of the Offer Letter; provided that, in order for your resignation for Good Reason to be effective, written notice of the occurrence or any event that constitutes Good Reason must be delivered by you to Avantor within ninety (90) calendar days after you have actual knowledge of the occurrence of any such event and the occurrence of such event is not cured by Avantor within thirty (30) calendar days after the date of such written notice by you to Avantor View More

Good Reason. (1) a material reduction in the Holder's base salary; or (2) a material diminution of the Holder's duties, authority or responsibilities as in effect immediately prior to such diminution

Good Reason. Means any of the following: (i) without Executive's express written consent, any change in Executives job title, any change in Executive's reporting relationships or a significant reduction of Executive's duties, position or responsibilities relative to Executive's duties, position or responsibilities in effect immediately prior to such reduction, or Executive's removal from such position, duties and responsibilities, unless he is provided with comparable duties, position and responsibilities;... (ii) a material reduction by the Companies in the kind or level of employee benefits to which he is entitled immediately prior to such reduction with the result that Executive's overall benefits package is significantly reduced; (iii) the Companies' failure to cause Executive's employment agreement and its obligations thereunder to be expressly assumed by the Companies' successor; or (iv) a relocation of the Executive's principal work location to more than fifty (50) miles from the Executive's current principal work location. View More

Good Reason. (a) either a material reduction in the Participant's Annual Base Salary, or (b) a relocation of either the Participant, or the office to which the Participant is assigned, to a location more than 50 miles further from the Participant's then-current residence

Good Reason. For purposes of this offer letter and prior to a Change of Control, "Good Reason" shall mean, without your written consent: (i) there is a material reduction of the level of your compensation (excluding any bonuses) (except where there is a general reduction applicable to the management team generally); (ii) there is a material reduction in your overall responsibilities or authority, or scope of duties; or (iii) there is a material change in the geographic location at which you must perform... your services; provided however, that in no instance will such a relocation to an office location fifty (50) miles or less from the Company's current office location or a relocation that does not require you to move from your anticipated new home in Raleigh, North Carolina be deemed material for purposes of this offer letter. For purposes of this offer letter and after a Change of Control but prior to the expiration of the twelve months after the Change of Control, "Good Reason" shall mean, without your written consent: (i) there is a material reduction of the level of your compensation (excluding any bonuses) below the amount set forth in the first sentence of Section 2 above; (ii) you are not the Chief Financial Officer of the successor's business; or (iii) there is a material change in the geographic location at which you must perform the your services after the Change of Control; provided however, that in no instance will such a relocation to an office location fifty (50) miles or less from the Company's office location immediately preceding the Change of Control or a relocation that does not require you to move from your anticipated new home in Raleigh, North Carolina be deemed material for purposes of this offer letter. View More

Good Reason. As such term is defined in a Participant's Employment Agreement or, if the Participant is not a party to an Employment Agreement, then the relocation of the Participant's principal business office outside the metropolitan Philadelphia area without the consent of the Participant

Good Reason. (a) a material change in the Executive's pay consisting of a 10% or more reduction in total cash compensation opportunity as in effect immediately prior to the Change in Control (unless such reduction is part of an across-the-board uniformly applied reduction affecting all senior executives of the Company); or (b) a significant diminution in the Executive's authority and duties as in effect immediately prior to the Change of Control (excluding an isolated, insubstantial or inadvertent action... not taken in bad faith that is remedied promptly by the Company after receiving notice); provided, however, that a change of the individual or officer to whom the Executive reports, in and of itself, would not constitute diminution; or a change of the Executive's principal work location of 50 or more miles from that immediately prior to the Change in Control. The Executive shall not be deemed to have terminated employment for Good Reason unless the termination occurs within 180 days after the Executive is notified by the Company of the event constituting Good Reason or, if later, within 180 days after the occurrence of such event. View More