Good Reason

Good Reason. Means the occurrence of any one or more of the following events without Executive's prior written consent, unless the Company fully corrects the circumstances constituting Good Reason (provided such circumstances are capable of correction) prior to the Date of Termination: (i) the Company's reduction of Executive's consulting fees base salary or retainer as provided for in this Agreement; (ii) the relocation of the Company's offices at which Executive is providing services such that Executive's... one-way daily commute from his principal residence to the Company's offices at which he is providing services is increased by more than fifty (50) miles; (iii) the Company's failure to pay to Executive any portion of his then current compensation under Section 4 below within seven (7) days of the date such compensation is due; (iv) the Company's failure to obtain a satisfactory agreement from any successor to assume and agree to perform this Agreement, as contemplated in Section 12(b)(i) 14(b)(i) hereof; (v) any purported termination of Executive's employment or service under this Agreement that is not effected pursuant to a Notice of Termination satisfying the requirements of Section 1(h) 1(i) hereof (and, if applicable, the requirements of Section 1(b) hereof), which purported termination shall not be effective for purposes of this Agreement; or (vi) the Company's breach of the non-disparagement provisions of Section 8 10 of this Agreement. Executive's right to terminate his employment by or service to the Company pursuant to this Section 1(g) shall not be affected by his incapacity due to physical or mental illness. Executive's continued service shall not constitute consent to, or a waiver of rights with respect to, any circumstance constituting Good Reason hereunder. Executive expressly acknowledges and agrees that the amendment and restatement of the Prior Agreement to reflect the terms herein and the cancellation of certain provisions set forth in the Prior Agreement does not constitute Good Reason hereunder. View More

Good Reason. Means the occurrence of one or more of the following: following actions, to which Executive objects in writing to the Board within five days following initial notification of its occurrence or proposed occurrence, and which action is not then rescinded within 30 days after delivery of such notice: (a) A change of the principal office or work place assigned to Executive to a location more than 25 miles distant from its location immediately prior to such change. (b) A material reduction by the... Company of the executive title, duties, responsibilities, authority, status, reporting relationship or executive position of Executive; provided that if the Company sells or otherwise disposes of any part of its business or assets or otherwise diminishes or changes the character of its business, the change in the magnitude or character of the Company's business resulting therefrom will not itself be deemed to be a reduction of Executive's responsibilities, authority or status within the meaning of this clause (b). (c) A reduction of Executive's Base Salary or a material reduction base salary (as set forth in the Executive's annual target incentive opportunity under the Annual Incentive Plan. Section 5(a) hereof (taking into consideration any upward adjustment)) View More

Good Reason. The Executive shall have Good Reason to terminate his employment upon the occurrence of any of the following events: (1) any material adverse change in his job titles, duties, responsibilities, perquisites granted hereunder, or authority without his consent; provided, however, that, notwithstanding the foregoing, that effective January 1, 2009, the Executive shall have Good Reason to terminate his employment pursuant to this Section (k)(1) only (h)(1) upon the occurrence of a any material... adverse change in his title as Chairman of the Board President and Chief Executive Officer or the duties, responsibilities or authority related thereto without his consent; (2) if, after a Change of Control, either (i) the principal duties of the Executive are required to be performed at a location other than the Greensboro, North Carolina metropolitan area New York, New York without his consent or (ii) the Executive no longer reports directly to the Board of Directors; (3) the relocation of the Company and/or the Partnership headquarters outside of the Greensboro, North Carolina metropolitan area without his consent; (4) a material breach of this Employment Agreement by the Partnership or Company, including without limitation, the failure to pay compensation or benefits when due hereunder if such failure is not cured within 30 days after delivery to the Company and the Partnership of the Executive's written demand for payment thereof; (5) (4) if the Executive elects to terminate his employment by written notice to the Company and the Partnership within the 180 day period following a Change of Control; or (6) (5) if the Executive is removed, or is not re-elected as a Director of the Company View More

Good Reason. That Means that Executive resigns his or her employment after any of the following is undertaken by the Company (or its acquirer) without Executive's express written consent: (i) a material reduction of Executive's duties, title, authority or responsibilities, relative to the Executive's duties, title, authority or responsibilities as in effect immediately prior to such reduction, or the assignment to Executive of such reduced duties, title, authority or responsibilities, including a reduction... in duties, title, authority or responsibilities solely by virtue of the Company being acquired and made part of a larger entity; (ii) any a material reduction of Executive's base salary, salary potential bonus and/or employee benefits; or (iii) the relocation of the Fastly CICRA (14.2) 3 Company's offices such that Executive is regularly required to commute to a location more than thirty-five (35) miles from the city City of San Francisco in order to perform Executive's job duties. duties; provided, however, that to resign for Good Reason, Executive must (1) provide written notice to the Company's Vice President of Human Resources within 30 days after the first occurrence of the event giving rise to Good Reason setting forth the basis for Executive's resignation, (2) allow the Company at least 30 days from receipt of such written notice to cure such event, and (3) if such event is not reasonably cured within such period, Executive's resignation from all positions Executive then holds with the Company is effective not later than 90 days after the expiration of the cure period. View More

Good Reason. The occurrence of all of the events listed in either (i) or (ii) below: (i) (A) the Company or the Parent materially breaches this Agreement, including without limitation, a material diminution of (I) materially diminishing the Executive's responsibilities as Chief Executive Officer, Legal Officer and General Counsel of the Parent, as reasonably modified by the Board Chief Executive Officer of Directors the Parent from time to time hereafter, such that the Executive would no longer have... responsibilities substantially equivalent to those of other chief executive legal officers at and general counsels of companies with similar revenues and market capitalization; capitalization, (II) reducing Executive's annual base salary or (III) reducing Executive's Bonus opportunity as a percentage of annual base salary below any of the percentage levels at high, threshold and target performance that are provided in Section 2(b)(i); (B) the Executive gives written notice to the Company of the facts and circumstances constituting the breach of the Agreement within ten (10) days following the occurrence of the breach; (C) the Company fails to remedy the breach within ten (10) days following the Executive's written notice of the breach; and (D) the Executive terminates his her employment within thirty (30) days following the Company's failure to remedy the breach; or (ii) (A) the Company requires the Executive to relocate the Executive's primary place of employment to a new location that is more than fifty (50) miles (calculated using the most direct driving route) from its current location, without the Executive's consent; (B) the Executive gives written notice to the Company within ten (10) days following receipt of notice of relocation of his her objection to the relocation; (C) the Company fails to rescind the notice of relocation within ten (10) days following the Executive's written notice; and (D) the Executive terminates his her employment within thirty (30) days following the Company's failure to rescind the notice. View More

Good Reason. The Means the following: (a) Prior to a Change in Control Date, the occurrence, without the Executive's prior written consent, of any of the events or circumstances set forth in clauses (a) (i) through (d) below. (a) (iii) below: (i) a reduction in the Executive's annual base salary as in effect on the Effective Date or as the same was or may be increased thereafter from time to time, other than a general reduction in annual base salary that affects all similarly situated executives in... substantially the same proportions; (ii) a change by the Company in the location at which the Executive performs the Executive's principal duties for the Company to a new location that is both (A) outside a radius of 40 miles from the Executive's principal residence immediately prior to the Effective Date and (B) more than 30 miles from the location at which the Executive performed the Executive's principal duties for the Company immediately prior to the Effective Date; provided, however, that a requirement that the Executive move to a Massachusetts location within a certain time period from commencement of employment as set forth in an accepted offer letter shall not be deemed to constitute grounds for Good Reason as contemplated by this paragraph; or (iii) a material diminution in the Executive's authority, duties duties, responsibilities or reporting relationship in effect immediately prior to the Effective Date. (b) From and after a Change in Control Date, the occurrence, without the Executive's prior written consent, of any of the events or circumstances set forth in clauses (i) through (viii) below: (i) a material diminution in the Executive's authority, duties, responsibilities as or reporting relationship in effect immediately prior to the earliest to occur of (i) (A) the Change in Control Date, (ii) (B) the date of the execution by the Company of the definitive initial written agreement or instrument providing for the Change in Control or (iii) (C) the date of the adoption by the Board of Directors of a resolution providing for a the Change in Control (with the earliest to occur of such dates referred to herein as the "Measurement Date"); (b) Date"), or any other action or omission by the Company which results in a material diminution in such position, authority or responsibilities; (ii) a reduction in the Executive's annual base compensation salary as in effect on the Measurement Date or as the same was or may be increased thereafter from time to time thereafter; (c) time; (iii) the failure by the Company to (A) continue in effect any material compensation or benefit plan or program (including without limitation any life insurance, medical, health and accident or disability plan and any vacation program or policy) (a "Benefit Plan") in which the Executive participates or which is applicable to the Executive immediately prior to the Measurement Date, unless an equitable arrangement (embodied in an ongoing substitute or alternative plan) has been made with respect to such plan or program, (B) continue the Executive's participation therein (or in such substitute or alternative plan) on a basis not materially less favorable, both in terms of the amount of benefits provided and the level of the Executive's participation relative to other participants, than the basis existing immediately prior to the Measurement Date or (C) award cash bonuses to the Executive in amounts and in a manner substantially consistent with past practice in light of the Company's financial performance; (iv) a change by the Company in the location at which the Executive performs the Executive's principal duties for the Company to a new location that is both (i) (A) outside a radius of 35 40 miles from the Executive's principal residence immediately prior to the Measurement Date and (ii) (B) more than 20 30 miles from the location at which the Executive performed the Executive's principal duties for the Company immediately prior to the Measurement Date; or (d) a requirement by the Company that the Executive travel on Company business to a substantially greater extent than required immediately prior to the Measurement Date; provided, however, that a requirement that the Executive move to a Massachusetts location within a certain time period from commencement of employment as set forth in an accepted offer letter shall not be deemed to constitute grounds for Good Reason as contemplated by this paragraph; (v) the failure of the Company to obtain the agreement from any other action successor to the Company to assume and agree to perform this Agreement, as required by Section 6.1; (vi) a purported termination of the Executive's employment which is not effected pursuant to a Notice of Termination satisfying the requirements of Section 3; (vii) any failure of the Company to pay or inaction that constitutes a provide to the Executive any portion of the Executive's compensation or benefits due under any Benefit Plan within seven days of the date such compensation or benefits are due, or any material breach by the Company of this Agreement or any employment agreement with the Executive; or (viii) any other material breach by the Company of any of its obligations under this Agreement. 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Good Reason. For termination by the Executive of the Executive's employment shall mean 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: (a) a material an adverse change in the Executive's status or position(s) as an officer of the Company, including, without limitation, any adverse change in the Executive's status or position as Executive Vice Chairman prior to March 31, 2013, as a result of a diminution of the Executive's duties or responsibilities 5. (other than, if applicable, any such change directly and solely attributable to the fact that the Company is no longer publicly owned) or the assignment to the Executive of any duties or responsibilities which are inconsistent with such status or position, position(s), or any removal of the Executive from such position; (b) a material change in Executive's status or position as Advisor to the Chief Executive Officer on or after April 1, 2013, as a result of a diminution of Executive's duties or responsibilities (other than, if applicable, any such change directly and solely attributable to the fact that the Company is no longer publicly owned) or the assignment to Executive of any duties or responsibilities which are inconsistent with such status or position, from, or any removal of failure to reappoint or reelect the Executive from to, such position; (c) position(s); (b) a material reduction in the Executive's Base Salary; base salary or maximum bonus target; provided that the reduction this clause (b) shall not apply prior to a Change in Base Salary provided in Section 7(a) and any proportional reduction applied to the base salaries of Control if other officers of equal or senior seniority shall not constitute "Good Reason"; (d) a material reduction in are subject to the maximum 2013 Fiscal Year Bonus target during the 2013 Fiscal Year; same proportional reduction; or (e) (c) the Company requiring the Executive to be based at an office that is greater than 50 miles from where the Executive's office is located except for required travel on the Company's business to an extent substantially consistent with the business travel obligations typically undertaken by the Executive; provided that this clause (e) (c) shall not apply to the extent that any new office location is located less than 50 miles from the Executive's residence. Additionally, before Executive may resign for Good Reason, (i) Executive must provide written notice to the Company describing the event, condition or conduct giving rise to Good Reason within fifteen (15) days of the initial occurrence of the event or condition, (ii) the Company must fail to remedy or cure the alleged Good Reason within the thirty (30) day period after receipt of such notice if capable of being cured, and (iii) the Executive's resignation is effective not later than fifteen (15) days after the end of the cure period. View More

Good Reason. Any Means any of the following actions, if taken without the express written consent of the Participant, which shall not be affected by the Participant's incapacity due to physical or mental illness: (i) Any material change by the Company Corporation in the Participant's Participant ‘s functions, duties or responsibilities, which change would cause the Participant ‘s position with the Company Corporation to become of less dignity, responsibility, importance, or scope as compared to the position... and attributes that applied to the Participant immediately prior to the Change in Control; (ii) Any significant reduction in the Participant's Participant ‘s base annual salary, MIP [MIP target or Long Term Incentive compensation (LTI) targets, which LTI targets include cash awards with performance periods greater than one year and equity based grants, grants,] except for a reduction effected as part of an across-the-board reduction affecting all executive officers of the Company; Corporation; (iii) Any material failure by the Company Corporation to comply with any of the provisions of an award (or of any employment agreement between the parties) subsequent to a Change in Control; (iv) The Company's Corporation's requiring the Participant to be based at any office or location more than 25 miles from the office at which the Participant is based on the date immediately preceding the Change in Control, except for travel reasonably required in the performance of the Participant's responsibilities; (v) For Tier One 1 employees only, any change in the person to whom the Participant reports, as this relationship existed immediately prior to a Change in Control Control. View More

Good Reason. Shall mean the occurrence, without the Executive's prior written consent, of any of the following in connection with or within one year after a Change in Control: (i) any material reduction of the Executive's base salary or material reduction of the Executive's target bonus as a percentage of base salary; (ii) any material adverse change in the Executive's duties or responsibilities, including assignment of duties inconsistent with his position, significant adverse alteration of the nature or... status of responsibilities or the conditions of employment or any material diminution in authority, duties, or responsibilities, including, without limitation, any such material adverse change that results from a transaction pursuant to which the Company ceases to be a Reporting Lodging REIT (as defined below); or (iii) a material diminution in the authority, duties, or responsibilities of the supervisor to whom the Executive is required to report including, without limitation, any material diminution that results from a transaction pursuant to which the Company ceases to be a Reporting Lodging REIT; or (iv) relocation of the Company's headquarters and/or the Executive's regular work address to a location which requires the Executive to travel more than 50 miles from the Executive's residence. The parties acknowledge that a significant part of the duties and responsibilities of the Executive, and of the supervisor to whom the Executive may be required to report, as applicable, derives from the fact that the Company is a reporting company under Section 12 of the Exchange Act. View More

Good Reason. Executive's resignation from the employment of the Company and its affiliates on account of one or more of the following events: (i) the failure by the Board to reelect Executive to Executive's current position with the Company; (ii) a material diminution by the Board of the Executive's duties, functions and responsibilities of Executive as the PRESIDENT/CHIEF EXECUTIVE OFFICER of with respect to the Company without his Executive's consent; (ii) provided, however, that Good Reason will not... exist under this Section 7(j)(ii) on account of any change in Executive's duties, functions or responsibilities that is attributable to the Company not having common stock or other securities that are publicly traded. (iii) the failure of the Company to permit Executive to exercise such responsibilities as are consistent with Executive's positions or and are of such a nature as are usually associated with such offices of a corporation engaged in substantially the same business as the Company; (iii) provided, however, that Good Reason will not exist under this Section 7(j)(iii) on account of any change in the responsibilities that Executive is permitted to exercise if such change is attributable to the Company not having common stock or other securities that are publicly traded. (iv) the Company's causing Executive to relocate his employment more than fifty (50) miles from Mt. Airy, North Carolina, or his place of primary residence as of the effective date of this agreement, Vero Beach, Florida, without the consent of Executive; (iv) (v) the Company's failure of the Company to make a payment when due or, if later, to Executive, after receipt of written notice of such failure and the Company's failure to cure such failure within 10 ten (10) days after Executive has made demand for receipt of such payment; (v) written notice; (vi) the Company's reduction of Executive's (A) annual base salary, as in effect such may be increased from time to time after the Effective Date; date of this Agreement; (B) annual bonus, such that the aggregate threshold, target, or maximum bonus projected opportunity for Executive for a fiscal year is lower than the aggregate threshold, target, or maximum bonus, respectively, projected for Executive for the immediately preceding fiscal year; or (C) employee welfare, fringe or pension benefits, other than reductions determined to be necessary to comply with the Employee Retirement Income Security Act of 1974, as amended, or to retain the tax-qualified or tax-favored tax favored status of the benefit under the Code, which determination shall be made by the Board in good faith; (vi) a breach of Section 10 of this Agreement; or (vii) the Company or the Board directs Executive to engage in unlawful or unethical conduct or conduct contrary to the Company's good business practices. View More