Good Reason

Good Reason. Means any of the following: (1) a reduction in Executive's base salary as in effect at the time of the Change of Control; (2) a significant adverse alteration in the nature or status of Executive's responsibilities from those in effect at the time of the Change of Control; or (3) relocation of the place where Executive performs his day-to-day responsibilities at the time of the Change of Control by more than thirty (30) miles.

Good Reason. Shall have the meaning provided in any applicable employment or severance agreement between you and the Company or a Subsidiary, or in the absence of such an agreement that defines the term, “Good Reason” shall mean the occurrence of any of the following without your consent: (i) a material reduction by the Company (or SKYX or an affiliate) of your title, duties, responsibilities or reporting relationship; (ii) a material reduction by the Company (or SKYX or an affiliate) of your annual base... salary; (iii) the relocation of your principal place of employment, as determined as of the date hereof, by more than twenty-five (25) miles without offering you the ability work remotely; or (iv) a material breach of any applicable employment agreement between your and the Company (or SKYX or an affiliate); provided, however, that your termination of your employment pursuant to sub-paragraphs (i), (ii),(iii) or (iv) of the foregoing shall not be deemed to be for Good Reason unless (x) you give written notice to the Company (or SKYX or an affiliate, if your employer) of the existence of the event or condition constituting Good Reason within 60 calendar days after such event or condition initially occurs or exists, (y) the Company (or SKYX or an affiliate) fails to cure such event or condition within 30 calendar days after receiving such notice, and (z) you terminates your employment within 120 calendar days after the initial occurrence of the event or condition constituting Good Reason. View More

Good Reason. Shall mean the occurrence of any of the following without the Executive’s consent (i) a material diminution in the nature or scope of the Executive’s responsibilities, authorities or duties, (ii) a relocation of the Executive’s principal place of employment to a location not within a fifty (50) mile radius of the location from which the Executive served the Company immediately prior to such relocation, (iii) a material reduction in the Executive’s Base Salary and/or Incentive Bonus, or (iv) a... material breach of this Agreement by the Company. The Executive may not resign his employment for Good Reason unless the Executive provides the Company with at least thirty (30) days prior written notice of his intent to resign for Good Reason and the Company has not cured the breach within such thirty (30) day period. The Date of Termination shall be the thirtieth day after such Notice of Termination. View More

Good Reason. (i) any material diminution in Conroy's duties, authority, reporting relationships or responsibilities (whether or not accompanied by a title change); (ii) any material reduction in Conroy's Base Monthly Salary, other than as a result of a Company wide reduction in base salaries; or (iii) the relocation of the Company's executive offices more than 50 miles from its current location; provided however that (A) such Good Reason is not remedied or cured by the Company within thirty (30) days after... the Company receives notice from Conroy of the occurrence of a Good Reason; (B) such notice of the occurrence of a Good Reason is sent by Conroy no later than thirty (30) days after the occurrence of such Good Reason; and (C) Conroy terminates Conroy's employment with the Company within ninety (90) days of the occurrence of such Good Reason. The foregoing definitions of Good Reason shall not be applicable, however, if the event constituting Good Reason occurs: (i) with Conroy's express prior written consent, or (ii) in connection with termination of Conroy's employment for Cause or due to Conroy's death or permanent disability. View More

Good Reason. Shall mean the occurrence of any of the following: (i) a material diminution in the Executive’s title, duties or responsibilities, without the Executive’s prior written consent, or (ii) a reduction of the Executive’s aggregate cash compensation opportunity (including bonus opportunities), benefits or perquisites, without the Executive’s prior written consent, or (iii) any material breach of this Agreement by the Company.

Good Reason. A termination of Executive's employment by the Executive for any of the following events, provided that Executive shall have delivered a written notice to the Company or its successor within thirty (30) days of his having actual knowledge of the occurrence of one of such events, stating that he intends to terminate his employment for Good Reason and specifying the factual basis for such termination, and such event shall not have been cured by the Company or its successor within thirty (30) days... of the receipt of such notice, and further provided that the termination of Executive's employment occurs no later than six months (6) months following the initial existence of one of such events: (i) A material diminution in Executive's Base Salary from that in effect as of the Effective Date; (ii) A material diminution in Executive's duties, responsibilities or authority from that in effect as of the Effective Date; or (iii) A material change in the geographic location of Executive's principal place of employment from that in effect as of the Effective Date View More

Good Reason. (a) shall have the meaning ascribed to such term under an eligible executive's employment agreement with the Company, or (b) if there is no such agreement, shall mean the occurrence of any of the following events or conditions which is not done with the participant's written consent and is not cured within thirty (30) days after the Company receives written notice from the participant setting forth in reasonable detail the basis for the participant's claim of Good Reason: (i) any reduction in... the participant's annual base salary from the Base Salary in effect immediately prior to the Closing Date; or (ii) any significant diminution in the participant's titles, duties or responsibilities from those he or she held immediately prior to the Closing Date, as modified with the participant's consent View More

Good Reason. (i) a material reduction in your duties that is inconsistent with your position as Chief Financial Officer of Veritas or a change in your reporting relationship such that you no longer report directly to the Chief Executive Officer; (ii) your no longer being Chief Financial Officer of Veritas or, in the case of a Change in Control (as defined below), of the surviving entity or acquiror that results from any Change in Control; (iii) any reduction in your base annual salary or target quarterly or... annual bonus (other than in connection with a general decrease in the salary or target bonuses for all officers of Veritas) without your consent; (iv) material breach by Veritas of any of its obligations under this Agreement after providing Veritas with written notice and an opportunity to cure within seven days of such notice; or (v) failure of any successor to assume this Agreement pursuant to Section 15(d) below. View More

Good Reason. Shall mean and shall be deemed to exist if, without the prior express written consent of the Employee, (A) the Employee suffers a material reduction in duties, responsibilities or effective authority associated with his title and position as set forth and described in this Agreement or is assigned any duties or responsibilities inconsistent in any material respect therewith; (B) the Company fails to substantially perform any material term or provision of this Agreement; (C) the Employee’s... compensation or benefits provided for hereunder is materially decreased; (D) the Company fails to obtain the full assumption of this Agreement by a successor entity in accordance with Section 10.m.ii. below; or (E) the Company purports to terminate the Employee’s employment for Cause and such purported termination of employment is not effected in accordance with the requirements of this Agreement. View More

Good Reason. For termination by the Executive of the Executive’s employment shall mean that David G. Gartzke is no longer the Company’s Chief Executive Officer AND the occurrence (without the Executive’s express written consent) of any one of the following acts by the Company, or failures by the Company to act, unless such act or failure to act is corrected prior to the Date of Termination specified in the Notice of Termination given in respect thereof: (i) a substantial adverse alteration in the nature or... status of the Executive’s duties or responsibilities, including, without limitation, that the Executive shall no longer report to the Chief Executive Officer of the Company or that the Executive shall no longer be the President of the Company; (ii) a substantial reduction in the Executive’s compensation or benefits, other than pursuant to an across-the-board reduction similarly affecting the compensation and benefits of all of the Company’s executive officers; (iii) any requirement that the Executive be based anywhere more than 50 miles from Indianapolis, Indiana; or (iv) any purported termination of the Executive’s employment which is not effected pursuant to a Notice of Termination satisfying the requirements of Section 6.1 hereof; for purposes of this Agreement, no such purported termination shall be effective. The Executive’s right to terminate the Executive’s employment for Good Reason shall not be affected by the Executive’s incapacity due to physical or mental illness. The Executive’s continued employment shall not constitute consent to, or a waiver of rights with respect to, any act or failure to act constituting Good Reason hereunder. View More