Good Reason

Good Reason. Has the meaning given to that term in the Employment Agreement.

Good Reason. Executive's resignation within thirty (30) days following the expiration of any Company cure period following the occurrence of one or more of the following, without Executive's written consent: (i) a material reduction in Executive's duties, authorities or responsibilities relative to Executive's duties, authorities or responsibilities as in effect immediately prior to such reduction (including, for example, but not by way of limitation, a material reduction due to (A) the Company ceasing to... be a publicly held company; or (B) the Company becoming part of a larger entity (unless Executive receives substantially the same level of duties, authorities and responsibilities with respect to the total combined entity and not only with respect to the Company as a division, subsidiary or business unit of the total combined entity)); (ii) a material reduction in Executive's annual base compensation as in effect immediately prior to such reduction (provided that a reduction of ten percent (10%) or less will not constitute a material reduction under this clause (ii)); (iii) a material reduction in Executive's annual target bonus opportunity as in effect immediately prior to such reduction (provided that a reduction of ten percent (10%) or less will not constitute a material reduction under this clause (iii)); and (iv) a material change in the geographic location at which Executive must perform services; provided, however, that any requirement of the Company that Executive be based anywhere within fifty (50) miles from Executive's primary office location or within fifty (50) miles from Executive's principal residence will not constitute a material change under this clause (iv). Executive will not resign for Good Reason without first providing the Company with written notice within ninety (90) days of the event that Executive believes constitutes "Good Reason" specifically identifying the acts or omissions constituting the grounds for Good Reason and a reasonable cure period of not less than thirty (30) days following the date of such notice. View More

Good Reason. Without Executive's consent: (a) the material reduction of Executive's title, authority, duties and responsibilities or the assignment to Executive of duties materially inconsistent with Executive's position or positions with the Company; (b) a reduction in Base Salary of the Executive; or (c) the Company's material and willful breach of this Agreement. Notwithstanding the foregoing, (i) Good Reason shall not be deemed to exist unless notice of termination on account thereof (specifying a... termination date of at least 45 days but no more than 60 days from the date of such notice) is given no later than 30 days after the time at which the event or condition purportedly giving rise to Good Reason first occurs or arises and (ii) if there exists (without regard to this clause (ii)) an event or condition that constitutes Good Reason, the Company shall have 30 days from the date notice of such a termination is given to cure such event or condition and, if the Company does so, such event or condition shall not constitute Good Reason hereunder. View More

Good Reason. The term "Good Reason" means any of the following: (a) A reduction in excess of 10% in the Executive's base salary or target incentive potential as compared to his base salary or target incentive in effect immediately prior to the Change in Control; (b) A material diminution in the Executive's authority, duties or responsibilities as compared to his authority, duties or responsibilities immediately prior to the Change in Control; (c) The relocation of the Executive's principal office location... to a location which is more than 50 highway miles from the location of the Executive's principal office location immediately prior to the Change in Control; or (d) The Company's material breach of any material term of this Agreement. Notwithstanding any other provision of this Agreement to the contrary, the Executive's Termination Date shall not be considered to be on account of Good Reason unless the Executive provides notice of the event or condition that the Executive believes to constitute Good Reason within 180 days of the date on which the event first occurs or the condition first exists, the Company does not cure such event or condition within 30 days following the date the Executive provides notice and the Executive resigns his employment with the Company and its affiliates for Good Reason within the Agreement Term. View More

Good Reason. (i) USA's demotion of the Executive to a lesser position than the position in which he is serving prior to such demotion; (ii) the assignment to Executive of duties materially inconsistent with his position or material reduction of the Executive's duties, responsibilities or authority, all of which, as of the date hereof, are as set forth on Exhibit A attached hereto and incorporated herein, in either case without the Executive's prior written consent; provided, however, that a change in the... foregoing that results solely from PRGS ceasing to be a publicly traded entity or from PRGS becoming a wholly owned subsidiary of a publicly traded entity shall not, in either event and standing alone, constitute grounds for "Good Reason"; (iii) any reduction in Executive's base salary, target bonus or target bonus plan without the Executive's prior consent unless other executives who are parties to agreements similar to this one also suffer a comparable reduction in their base salaries, target bonus or target bonus plan (for purposes of this subsection (iii) "other executives" shall refer to James Benjamin, Marie Neff, James Moylan, Richard Bacon, Eric Goldfarb, Paul van Leeuwen, or John Toma); or (iv) unless agreed to by Executive, the relocation of Executive's principal place of business outside of the metropolitan area of Atlanta, Georgia, in each case not remedied by USA within thirty (30) days after receipt by USA of written notification from Executive as provided in Section 18 of this Agreement to USA that specifically identifies the Good Reason. The Executive must notify USA of any event that constitutes Good Reason within ninety (90) days following the Executive's knowledge of its occurrence or existence or such event shall not constitute Good Reason under this Agreement. View More

Good Reason. Shall have such meaning as otherwise set forth in the Employment Agreement.

Good Reason. Shall mean an Eligible Executive's resignation from Company within thirty (30) days following the occurrence of any of the following events with respect to such Eligible Executive: (i) without Eligible Executive's express written consent, the significant reduction of Eligible Executive's duties, authority, responsibilities, job title or reporting relationships relative to Eligible Executive's duties, authority, responsibilities, job title, or reporting relationships as in effect immediately... prior to such reduction, or the assignment to Eligible Executive of such reduced duties, authority, responsibilities, job title, or reporting relationships, which reduction or assigned reduction remains in effect five (5) business days after written notice by the Eligible Executive to the Chief Executive Officer of such conditions; however, the occurrence of a Change of Control shall not, in and of itself, constitute a material adverse change in Eligible Executive's position, duties or responsibilities; (ii) a reduction by Company in the base salary of Eligible Executive as in effect immediately prior to such reduction; (iii) a material reduction by Company in the kind or level of employee benefits, including bonuses, to which Eligible Executive was entitled immediately prior to such reduction with the result that Eligible Executive's overall benefits package is significantly reduced; (iv) the relocation of Eligible Executive's principal work location to a facility or a location more than fifty (50) miles from Eligible Executive's then present principal work location, without Eligible Executive's express written consent; or (v) the failure of Company to obtain agreement from any successor contemplated in Section 6 below to provide the benefits provided for in this Plan, as it exists as the time of succession. View More

Good Reason. A Good Reason for termination by Executive of Executive's employment shall mean the occurrence (without the Executive's express written consent) during the 6-month period prior to, or within the eighteen (18) month period following, the date of a Change in Control of any one of the following acts by the Company, or failures by the Company to act, unless, in the case of any act or failure to act described in paragraphs (a), (c), or (d) below, such act or failure to act is corrected prior to the... Date of Termination specified in the Notice of Termination given in respect thereof (the date 6 months prior to the date of the Change in Control is referred to in this Section 2.10 as the "Change in Control Date"): (a) the substantial adverse change in Executive's responsibilities at the Company from those in effect immediately prior to the Change in Control Date; or (b) the required relocation of Executive to a location outside of the market area of the Company on the Change in Control Date; or (c) a material reduction from those in effect on the Change in Control Date in the levels of coverage of Executive under the Company's director and officer liability insurance policy or indemnification commitments; or (d) after the Change in Control Date, a reduction in Executive's Base Salary, a reduction in his incentive compensation or the failure by the Company to continue to provide Executive with benefits substantially similar to those enjoyed by Executive under any of the Company's pension, deferred compensation, life insurance, medical, health and accident or disability plans in which Executive was participating at the Change in Control Date, the taking of any action by the Company which would directly or indirectly reduce any of such benefits or deprive Executive of any material fringe benefit enjoyed by Executive at the Change in Control Date. 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, except for a Disability as defined in Section 2.9 above. 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

Good Reason. The occurrence of any of the following events without the Employee's express written consent: (i) the assignment to the Employee of duties inconsistent with the position and status of the offices and positions of the Employer and/or BB&T held by the Employee as of December 1, 2003; or (ii) a reduction by the Employer or BB&T in the Employee's pay grade or annual base salary as then in effect; or (iii) the exclusion of the Employee from participation in the Employer's or BB&T's employee benefit... plans in effect as of, or adopted or implemented on or after, December 1, 2003, as the same may be improved or enhanced from time to time during the Term; or (iv) any purported termination of the employment of the Employee by the Employer or BB&T which is not effected in accordance with this Agreement. View More

Good Reason. Shall have the meanings given to such terms in Executive's Amended and Restated Change in Control Severance Agreement dated as of August 3, 2011 (the "CIC Agreement")