Good Reason

Good Reason. The occurrence of any of the following: (A) a material diminution in the Participant's base compensation; (B) a material diminution in the Participant's authority, duties, or responsibilities; (C) a material diminution in the authority, duties, or responsibilities of the supervisor to whom the Participant is required to report, including a requirement that the Participant report to a corporate officer or employee instead of reporting directly to the board of directors of the GP; (D) a material... diminution in the budget over which the Participant retains authority; (E) a material change in the geographic location at which the Participant must perform the Services; and (F) any other action or inaction that constitutes a material breach by Company of the agreement under which the Participant provides services. Notice of Termination by a Participant for "Good Reason" shall not be effective unless all of the following conditions are satisfied: (i) the occurrence of the condition which would otherwise constitute Good Reason under this Section 2(k) of this Plan must have arisen without the Participant's consent; (ii) such condition must remain uncorrected for 30 days after receipt by the Company of a notice of the existence of such condition from the Participant in accordance with Section 10 of this Plan; and (iii) the date of Participant's termination of Service must occur within 90 days after the initial existence of the condition specified in such notice View More

Good Reason. Shall have the meaning set forth in the Participant's Change in Control Agreement; provided however, that Participant's resignation from employment shall not be treated as being for Good Reason unless it otherwise satisfies the requirements for a "safe harbor" termination for a good reason set forth in Treasury Regulation Section 1.409A-1(n)(2)(ii) or any successor thereto

Good Reason. The occurrence of any of the following: (i) a material reduction of the duties, authority or responsibilities of the Participant in effect immediately prior to the Change of Control; (ii) a material reduction by the Company of the Participant's base salary or bonus opportunity as in effect immediately prior to such reduction; (iii) a material change in the geographic location at which the Participant must provide services (the relocation of the Participant to a facility or a location more than... fifty (50) miles from his or her current facility shall be such a change, but any lesser change shall not); or (iv) any material breach of this Plan by the Company, including without limitation the failure of the Company to obtain the assumption of this Agreement by a successor View More

Good Reason. Shall mean (i) any material diminution of your duties, (ii) any material reduction in your annual base salary or bonus opportunity, (iii) a material breach by the Company of this Agreement, (iv) relocation by the Company outside of the Minnesota, or (v) change of your title, provided, that in the circumstances described in clauses (i), (ii), (iii), and (v), the Company shall have thirty (30) days to cure the default after notice by you.

Good Reason. You terminate your status as an Employee due to: (a) a failure of the Partnership (or a successor) to maintain you in the position of President and Chief Executive Officer of the Partnership or its successor entity; (b) a significant adverse change in your authorities, powers, functions, responsibilities or duties; (c) your being involuntarily required to relocate your office or principal residence as a requirement of continued employment in the position of President and Chief Executive Officer... of the Partnership or its successor entity; or (d) a failure of the Partnership to materially perform its obligations under the Letter Agreement. Notwithstanding the foregoing, your termination of employment shall not be considered to be due to 'Good Reason' unless: (1) you notify the Partnership in writing no later than thirty (30) calendar days after the occurrence of the event that you claim constitutes Good Reason, stating with reasonable specificity the breach by the Partnership, (2) the Partnership fails to cure such breach within ten (10) calendar days after the date of such notice, and (3) you terminate your employment with the Partnership and its Affiliates no later than thirty (30) calendar days after the end of such cure period. View More

Good Reason. Any of the following, but only if occurring without the Executive's consent: (i) a material diminution in Executive's Base Salary; (ii) a material diminution in Executive's authority, duties, or responsibilities; (iii) the relocation of Executive's principal office to an area more than 50 miles from its location immediately prior to such relocation; or (iv) the material failure of the Company to comply with any material provision of this Agreement. Such termination by Executive will not... preclude the Company from terminating the Executive's employment prior to the Termination Date established by Executive's Notice of Termination. View More

Good Reason. Shall mean: (i) the Company or any Subsidiary reduces Grantee's total compensation or total compensation potential by a material amount, except to the extent the Company or Subsidiary has instituted a reduction applicable to all senior executives of the Company or (ii) any attempted relocation of Grantee's place of employment to a location more than 150 miles from the location of such employment on the date of such attempted relocation; provided, that the Grantee's termination shall only... constitute a termination for Good Reason hereunder if (x) the Grantee provides the Company with a notice of termination within 90 days after the initial existence of the facts or circumstances constituting Good Reason, (y) the Company has failed to cure such facts or circumstances within 30 days after receipt of the notice of termination, and (z) the date of termination occurs no later than 120 days after the initial occurrence of the facts or circumstances constituting Good Reason. View More

Good Reason. Shall mean any of the following events that occur during the Initial Severance Period or the Special Severance Period: (i) Executive, without his consent, incurs a demotion in his position with EXCO from the position Executive held on the Effective Date and such demotion constitutes (x) a material diminution in Executive's authority, duties, or responsibilities; (y) a material diminution in the budget over which Executive retains authority; or (z) a material diminution in the authority,... duties, or responsibilities of the supervisor to whom Executive is required to report; provided, however, that no such demotion shall constitute Good Reason if following such demotion, Executive continues to report directly to the Company's Chief Executive Officer ("CEO"), unless such demotion is to solely serve as the Company's Chief Accounting Officer; (ii) Executive, without his consent, incurs a material reduction in his Base Salary from his Base Salary on the Effective Date; (iii) Executive incurs a significant adverse change in the nature or scope of the authorities, powers, functions, responsibilities or duties attached to the position or positions with EXCO which Executive held on the Effective Date, without the prior written consent of Executive, and such change constitutes (x) a material diminution in Executive's authority, duties, or responsibilities; (y) a material diminution in the budget over which Executive retains authority; or (z) a material diminution in the authority, duties, or responsibilities of the supervisor to whom Executive is required to report; provided, however, that no such change shall constitute Good Reason if, following such change, Executive continues to report directly to the Company's CEO, unless such demotion is to solely serve as the Company's Chief Accounting Officer; or (iv) Executive's principal place of work changed to any location that is more than thirty-five (35) miles from his principal place of work immediately prior to the Effective Date, without the prior written consent of Executive. 2 Notwithstanding anything to the contrary contained herein, (A) a diminution of authority, duties or responsibilities shall not be deemed to have occurred for purposes of clauses (j)(i) or (j)(iii) above solely due to the assignment to the new CEO of authority, duties or responsibilities held by Executive immediately prior to the date the new CEO is hired, if such authority, duties or responsibilities are those that would typically be held by a CEO of a publicly-traded company; and (B) a termination of employment for "Good Reason" shall occur only if Executive provides written notice to the Board of the occurrence of the event described in this Section 1(j) that constitutes "Good Reason" within 30 days of the event's initial existence, the Board fails to remedy the event within 30 days of its receipt of such notice and Executive terminates his employment on or before the later of the date that is 30 days following the end of such cure period or March 2, 2015. View More

Good Reason. (i) a material diminution in the Grantee's base salary, which, for purposes of this Agreement, means a reduction in base salary of ten (10) percent or more that does not apply generally to all officers of the Employer; or (ii) a material change in the geographic location at which the Grantee must perform services for the Employer, which, for purposes of this Agreement, means a requirement that the Grantee be based at any office or location which is located more than fifty (50) miles from the... Grantee's primary place of employment immediately prior to the Change in Control on other than on a temporary basis (less than six (6) months). View More

Good Reason. Shall mean, without the written consent of Executive, (i) a material diminution of Executive's job responsibilities; (ii) a material reduction in Executive's base salary, unless such reduction is part of a reduction in compensation for all employees of Company in general; (iii) the geographic relocation of Executive's principal place of employment greater than fifty (50) miles from Company's offices in Pittsburgh, Pennsylvania; or (iv) material breach by Company of this Agreement.... Notwithstanding the foregoing, Good Reason shall not be deemed to exist unless notice of termination on account thereof is given no later than sixty (60) days after the time at which the event or condition purportedly giving rise to Good Reason first occurs or arises; and, provided that if there exists an event or condition that constitutes Good Reason, Company shall have thirty (30) days from the date notice of such a termination is given to cure such event or condition and, if Company does so, such event or condition shall not constitute Good Reason hereunder. View More