Good Reason

Good Reason. Shall mean, without Employee's express written consent: (i) a significant reduction of Employee's duties, position (not including title) or responsibilities relative to Employee's duties, position or responsibilities in effect immediately prior to such reduction; provided, however, that a reduction of duties, position or responsibilities solely by virtue of the Company being acquired and made part of a larger entity (as for example, when the Chief Financial Officer of the Company remains as... such following a Change of Control and is not made the Chief Financial Officer of the acquiring corporation) shall not constitute grounds for a termination for Good Reason. Notwithstanding the foregoing, the Employee's written consent to duties, position and responsibilities following completion of the Merger Agreement shall not constitute a waiver of the Employee's right to assert, at any time during the term of this Agreement, that the Employee's duties, position (not including title) or responsibilities subsequent to the completion of the Merger Agreement have been significantly reduced from the Employee's duties, position (not including title) or responsibilities prior to signature of the Merger Agreement or, as such, constitutes Good Reason; (ii) a reduction by the Company of Employee's base salary or target bonus opportunity as in effect immediately prior to such reduction (other than pursuant to a proportional reduction applying to all senior executives of the Company); (iii) a material reduction by the Company in the kind or level of employee benefits to which Employee is entitled immediately prior to such reduction with the result that Employee's overall benefits package is significantly reduced (other than pursuant to a proportional reduction applying to all senior executives of the Company); (iv) the relocation of Employee's principal place of employment to a place outside of the Lower Mainland region of British Columbia; or (v) any action that would constitute constructive dismissal under the common law of British Columbia. Unless waived by the Company, Employee shall provide Company with thirty (30) days' written notice and an opportunity to cure with respect to any curable grounds for Good Reason termination. View More

Good Reason. A termination by Executive of Executive’s employment hereunder if (i) any of the following events occurs without Executive’s express prior written consent; (ii) such event is not fully cured within 30 business days after Executive gives written notice to the Company describing such event and demanding cure; (iii) such cure notice is given within 180 days after Executive learns of the occurrence of such event; and (iv) Termination of Employment occurs within 30 business days after the expiration... of any cure right: (A) a material diminution in Executive’s Salary; (B) a material diminution in Executive’s authority, duties or responsibilities, including a material adverse change in Executive’s reporting relationships; (C) a material breach of this Agreement by the Company; (D) the Company’s failure to issue to Executive, on or before July 15, 2010, (1) stock options pursuant to the forms of stock option agreements attached hereto as Exhibits B, C and D and (2) shares of restricted stock pursuant to the restricted stock award agreements attached hereto as Exhibits E, F and G; (E) the upon the failure by the Company (or its stockholders as the case may be) to elect or reelect or to appoint or reappoint Executive as Chairman of the Board; provided, however, that failure to reelect or reappoint the Executive as Chairman of the Board shall not constitute Good Reason if Cause exists for the removal of Executive from the Board or from his position as Chairman of the Board or for the failure to nominate or elect Executive to the Board or as Chairman of the Board; or (F) the appointment of a Co-Chairman of the Board]. View More

Good Reason. That, during the 180 day period ending on the date of Holder's resignation, there has occurred one or more of the following: (i) there has been a material breach by the Company of this Award or Holder's written employment agreement, or (ii) the Company has reduced Holder's base salary (or its equivalent as determined by the Compensation Committee) below the highest level in effect during the 180 day period ending on the date of Holder's resignation; or (iii) the Company has reduced Holder's... duties and responsibilities below those of President and Chief Executive Officer View More

Good Reason. Without Executive's written consent: (i) there is a material reduction of the level of Executive's compensation (except where there is a general reduction also applicable to the other members of the senior executive team), or (ii) there is a material reduction in Executive's overall responsibilities or authority, or scope of duties (it being understood that the occurrence of a change in control shall not, by itself, necessarily constitute a reduction in Executive's responsibilities or... authority). No event shall be deemed to be "Good Reason" if the Company has cured the event (if susceptible to cure) within thirty (30) days of receipt of written notice from Executive specifying the event or events that, absent cure, would constitute "Good Reason." View More

Good Reason. For purposes of this Agreement, "Good Reason" for you to terminate your employment hereunder shall mean the occurrence of any of the following events or conditions without your consent: i. a material decrease in your Base Salary or Target Bonus opportunity, other than a decrease of less than 10% that applies generally to other senior executives of the Company; or ii. a material, adverse change in your title, authority, responsibilities, or duties as CEO, including without limitation any... requirement that you report to any person(s) other than the Board; provided, however, that if after a Change in Control you have a senior executive role that is principally responsible for the business of the Company notwithstanding that the Company operates as a division, business unit or business line of the acquiring entity or a larger business or company, then no Good Reason shall have occurred; provided, however, that, any such termination by you shall only be deemed for Good Reason pursuant to this definition if: (1) you give the Company written notice of your intent to terminate for Good Reason within thirty (30) days following the first occurrence of the condition(s) that you believe constitute(s) Good Reason, which notice shall describe such condition(s); (2) the Company fails to remedy such condition(s) within thirty (30) days following receipt of the written notice; and (3) you voluntarily terminate your employment within six (6) months following the first occurrence of the condition(s) that you believe constitute(s) Good Reason. View More

Good Reason. Shall have the meaning set forth in the Participant's Employment Agreement or set forth in an executive severance plan in which the Participant participates as of the Date of Grant, if any, or, if the Participant does not have an Employment Agreement or participate in such executive severance plan as of the Date of Grant (or such Employment Agreement or plan does not define "Good Reason"), then "Good Reason" shall mean the occurrence of any of the following events without the Participant's... express written consent: (i) an involuntary material reduction in the Participant's then-current base salary, (ii) a mandatory relocation of the Participant's primary work location to a location more than 50 miles from the Participant's work location as of the date of this Agreement or (iii) a material breach by the Company of the terms of this Agreement. To terminate the Participant's employment for Good Reason, the Participant must provide written notice to the Company of the existence of the circumstances providing grounds for termination for Good Reason within 90 days of the initial existence of such grounds and the Company must have at least 30 days from the date on which such notice is provided to cure such circumstances. If the Participant does not terminate his employment for Good Reason within 30 days after the expiration of the Company's cure period, then the Participant will be deemed to have waived his right to terminate for Good Reason with respect to such grounds. View More

Good Reason. The occurrence of any of the following events or conditions, without Executive's express written consent: (i) a material reduction in Executive's base salary as an employee of the Company, except to the extent that the Company implements an equal percentage reduction applicable to all executive officers and management personnel; (ii) a material reduction in the Executive's duties, responsibilities or authority at the Company; (iii) a change in the geographic location at which Executive must... perform services which results in an increase in the one-way commute of Executive by more than 50 miles; or (iv) a successor of the Company as set forth in Section 5(a) hereof does not assume this Agreement. With respect to each of subsection (i), (ii), (iii) and (iv) above, Executive must provide notice to the Company of the condition giving rise to "Good Reason" within ninety (90) days of the initial existence of such condition, and the Company will have thirty (30) days following such notice to remedy such condition. Executive must resign Executive's employment no later than thirty (30) days following expiration of the Company's thirty (30) day cure period. View More

Good Reason. (i) a material reduction in the nature or scope of the responsibilities or duties attached to the position or positions with Colfax which you held immediately prior to entering into this Retention Agreement, a material reduction in the aggregate of your base salary and incentive pay opportunity to which you were entitled immediately prior to entering into this Retention Agreement or the termination of your rights to any material employee benefits to which you were entitled immediately prior to... the entering into this Retention Agreement or a material reduction in scope or value thereof without your prior written consent; (ii) Colfax or a Successor (whichever you are employed by) shall relocate its principal executive offices, or Colfax or a Successor shall require you to have your assigned principal location of work changed, to any location which shall be in excess of fifty (50) miles from the location thereof immediately prior to entering into this Retention Agreement or Colfax or a Successor shall require you to travel away from your office in the course of discharging your responsibilities or duties significantly more (in terms of either consecutive days or aggregate days in any calendar year) than was required of you prior to you entering into this Retention Agreement without, in either case, your prior written consent; or (iii) without limiting the generality of or the effect of the foregoing, any material breach of this Retention Agreement by Colfax or a Successor; provided, that Good Reason shall not exist unless and until you provide Colfax or a Successor with written notice of the act(s) alleged to constitute Good Reason within thirty (30) calendar days of the occurrence of such act(s) and describing such act(s) in reasonably sufficient detail to allow Colfax or a Successor to cure the act(s), and Colfax or a Successor fails to cure such act(s) within thirty (30) calendar days of receipt of such notice. Further, you must then exercise your right to terminate your employment for Good Reason within sixty (60) calendar days thereafter, in order for the termination to be for Good Reason. View More

Good Reason. Executive's resignation within 6 months after one of the following conditions has come into existence without Executive's consent: (i) a change in the Executive's position with the Company that materially reduces his level of authority or responsibility, (ii) a material reduction in his Base Compensation or (iii) receipt of notice that his principal workplace will be relocated by more than 30 miles. A condition shall not be considered 'Good Reason' unless the Executive gives the Company written... notice of such condition within 90 days after the initial existence of such condition and the Company fails to remedy such condition within 30 days after receiving the Executive's written notice. View More

Good Reason. The election of Employee to terminate the Initial Term prior to the scheduled termination set forth in Section 1(j) below as a result of (A) a change of control of Company or (B) an adverse change by Company without the consent of Employee of any of Employee's (i) title as an officer, (ii) material duties assigned to Employee, (iii) compensation components or (iv) domicile (within 25 miles of Employee's current residence).