Good Reason

Good Reason. With respect to any Participant, have the meaning specified in the Award Agreement. In the absence of any definition in the Award Agreement, "Good Reason" shall have the equivalent meaning or (or the same meaning as "good reason" or "for good reason" reason") set forth in any employment, consulting or other employment agreement for the performance of services between the Participant and the Company or a Related Entity or, in the absence of any such agreement or any such definition in such... agreement, such term shall mean (i) the assignment to the Participant of any duties inconsistent in any material respect with the Participant's position (including status, offices, titles and reporting requirements), authority, duties or responsibilities as assigned by the Company or (or a Related Entity, Entity), or any other action by the Company or (or a Related Entity Entity) which results in a material diminution in such position, authority, duties or responsibilities, excluding for this purpose an isolated, insubstantial and inadvertent action not taken in bad faith and which is remedied by the Company or (or a Related Entity Entity) promptly after receipt of notice thereof given by the Participant; (ii) any material failure by the Company or (or a Related Entity Entity) to comply with its obligations to the Participant as agreed upon, other than an isolated, insubstantial and inadvertent failure not occurring in bad faith and which is remedied by the Company or (or a Related Entity Entity) promptly after receipt of notice thereof given by the Participant; or (iii) the Company's or (or Related Entity's Entity's) requiring the Participant to be based at any office or location outside of fifty (50) miles from the location of employment or service as of the date of Award, except for travel reasonably required in the performance of the Participant's responsibilities responsibilities; (iv) any purported termination by the Company (or a Related Entity) of the Participant's Continuous Service otherwise than for Cause as defined in Section 2(f), or by reason of the Participant's Disability as defined in Section 2(o), prior to the Expiration Date. For purposes of this Section 2(v), any good faith determination of "Good Reason" made by the Company shall be conclusive. View More

Good Reason. With respect to any Participant, have the meaning specified in the Award Agreement. In the absence of any definition in the Award Agreement, "Good Reason" shall have the equivalent meaning or (or the same meaning as "good reason" or "for good reason" reason") set forth in any employment, consulting consulting, change in control or other agreement for the performance of services between the Participant and the Company or a Related Entity or, in the absence of any such agreement or any such... definition in such agreement, such term shall mean (i) the assignment to the Participant of any duties inconsistent in any material respect with the Participant's position (including status, offices, titles and reporting requirements), authority, duties or responsibilities as assigned by the Company or (or a Related Entity, Entity), or any other action by the Company or (or a Related Entity Entity) which results in a material diminution in such position, authority, duties or responsibilities, excluding for this purpose an isolated, insubstantial and inadvertent action not taken in bad faith and which is remedied by the Company or (or a Related Entity Entity) promptly after receipt of notice thereof given by the Participant; (ii) any material failure by the Company or (or a Related Entity Entity) to comply with its obligations to the Participant as agreed upon, other than an isolated, insubstantial and inadvertent failure not occurring in bad faith and which is remedied by the Company or (or a Related Entity Entity) promptly after receipt of notice thereof given by the Participant; or (iii) the Company's or (or Related Entity's Entity's) requiring the Participant to be based at any office or location outside of fifty (50) miles from the location of employment or service as of the date of Award, except for travel reasonably required in the performance of the Participant's responsibilities responsibilities; (iv) any purported termination by the Company (or a Related Entity) of the Participant's Continuous Service otherwise than for Cause as defined in Section 2(f), or by reason of the Participant's Disability as defined in Section 2(q). For purposes of this Section 2(y), any good faith determination of "Good Reason" made by the Committee shall be conclusive View More

Good Reason. With respect to any Participant, have the meaning specified in the Award Agreement. In the absence of any definition in the Award Agreement, "Good Reason" 'Good Reason' shall have the equivalent meaning or (or the same meaning as "good reason" 'good reason' or "for 'for good reason" reason') set forth in any employment, consulting consulting, change in control or other agreement for the performance of services between the Participant and the Company or a Related Entity or, in the absence of any... such agreement or any such definition in such agreement, agreement(s), such term shall mean (i) the assignment to the Participant of any duties inconsistent in any material respect with the Participant's position (including status, offices, titles and reporting requirements), authority, duties or responsibilities as assigned by the Company or (or a Related Entity, Entity) or any other action by the Company or (or a Related Entity Entity) which results in a material diminution in such position, authority, duties or responsibilities, excluding for this purpose an isolated, insubstantial and inadvertent action not taken in bad faith and which is remedied by the Company or (or a Related Entity Entity) promptly after receipt of notice thereof given by the Participant; (ii) any material failure by the Company or (or a Related Entity Entity) to comply with its obligations to the Participant as agreed upon, other than an isolated, insubstantial and inadvertent failure not occurring in bad faith and which is remedied by the Company or (or a Related Entity Entity) promptly after receipt of notice thereof given by the Participant; or (iii) the Company's or (or Related Entity's Entity's) requiring the Participant to be based at any office or location outside of more than fifty (50) miles from the location of employment or service as of the date of Award, except for travel reasonably required in the performance of the Participant's responsibilities responsibilities; (iv) any purported termination by the Company (or a Related Entity) of the Participant's continuous service otherwise than for Cause, as defined Section 2(e), death, or by reason of the Participant's Disability as defined in Section 2(o); or (v) any reduction in the Participant's base salary (unless such reduction is part of Company-wide reduction that affects a majority of the persons of comparable level to the Participant). The Participant must give the Company written notice of any event the Participant believes constitutes Good Reason. Such notice must be delivered to the Company within 90 days of the first occurrence of such event and the Company shall have 30 days to cure, if possible View More

Good Reason. Means, without the Executive's consent, (i) a material reduction in the Executive's annual base salary (except pursuant to a reduction generally applicable to senior executives of the Company), (ii) a material diminution of Executive's authority authority, duties or responsibilities, (iii) a reduction if Executive reported directly to the Chief Executive Officer of Executive's title, (iv) the Company immediately prior to the Change of Control, Executive ceasing to report directly to the Chief... Executive Officer of the Company or to the Chief Executive Officer of the entity holding all or substantially all of the Company's assets following a Change of Control, or (v) (iv) relocation of the Executive to a location more than 50 miles from the Company's San Francisco, California main office location. principal place of employment for Executive immediately prior to the Change of Control. In addition, upon any such voluntary termination for Good Reason the Reason, Executive must provide written notice to the Company of the existence of the one or more of the above conditions within 90 days of its initial existence existence, and the Company must be provided with at least 30 days from the receipt of the notice to remedy the condition. View More

Good Reason. Means, without the Executive's consent, (i) a reduction in the Executive's annual base salary Base Salary (except pursuant to a reduction generally applicable to senior executives of the Company), (ii) a material diminution of Executive's authority or responsibilities, (iii) a reduction of Executive's title, or (iv) Executive ceasing to report directly to the Chief Executive Officer of the Company or the entity holding all or substantially all of the Company's assets following a Change of... Control, or (v) relocation of the Executive to a location more than 50 miles from the Company's San Francisco, California main office location. CEO. In addition, upon any such voluntary termination for Good Reason the Executive must provide written notice to the Company of the existence of the one or more of the above conditions within 90 ninety (90) days of its initial existence and the Company must be provided with at least 30 thirty (30) days to remedy the condition. View More

Good Reason. Means, without the Executive's consent, (i) a reduction in the Executive's annual base salary (except pursuant to a reduction generally applicable to senior executives of the Company), (ii) a material diminution of Executive's authority or responsibilities, (iii) a reduction of Executive's title, (iv) if Executive reported directly to the Chief Executive Officer of the Company immediately prior to the Change of Control, Executive ceasing to report directly to the Chief Executive Officer of the... Company or to the Chief Executive Officer of the entity holding all or substantially all of the Company's assets following a Change of Control, or (v) relocation of the Executive to a location more than 50 miles from the Company's San Francisco, California main office location. principal place of employment for Executive immediately prior to the Change of Control. In addition, upon any such voluntary termination for Good Reason the Executive must provide written notice to the Company of the existence of the one or more of the above conditions within 90 days of its initial existence and the Company must be provided with at least 30 days to remedy the condition. View More

Good Reason. That within 30 days prior to the Executive's providing the notice to the Company required under Section 6(b)(1) 6.b(1) of this Agreement that any of the following has occurred: (1) A material change in the scope of the Executive's authority or assigned duties and responsibilities, or the assignment of duties or responsibilities that are inconsistent with the Executive's level or position position, without her his consent; (2) Any material acts of dishonesty by the Company directed toward or... affecting Executive; (3) Any illegal act or instruction directly affecting Executive by the Company, which is not withdrawn after the Company is notified of the alleged illegality by Executive; (4) A reduction by the Company in the Executive's base salary and bonus opportunity other than as set forth herein as may be increased from time to time or a reduction by the Company described in the Executive's incentive compensation; this Agreement; (5) A change in the Executive's principal office to a location outside of a 20 mile radius from the Company's offices in Herndon, Virginia; (6) The failure by the Company to continue to provide the Executive with benefits substantially similar to those specified in Section 5 of this Agreement; or (7) The Company delivers a timely notice (see Section 2(b)) to the Executive that the Agreement will terminate at the end of the Employment Term, and within thirty days after receipt of said notice the Executive tenders her resignation from the Company (to be effective at the end of the Employment Term); or (8) Any other material breach of this Agreement by the Company that is not cured within 30 days of the Executive providing the Company written notice of such breach. View More

Good Reason. That within 30 days prior to the Executive's providing the notice to the Company required under Section 6(b)(1) 6(b)(2) of this Agreement that any of the following has occurred: (1) A a material change in the scope of the Executive's authority or assigned duties and responsibilities, responsibilities or the assignment of duties or responsibilities that are inconsistent with the Executive's level or position without her consent; position; or (2) Any material acts of dishonesty by the Company... directed toward or affecting Executive; (3) Any illegal act or instruction directly affecting Executive by the Company, which is not withdrawn after the Company is notified of the alleged illegality by Executive; (4) A a reduction by the Company in the Executive's base salary as set forth herein as may be increased from time to time or a reduction by the Company in the Executive's incentive compensation; (5) A or (3) a change in the Executive's principal office to a location outside of a 20 35 mile radius from the Company's offices in Herndon, Virginia; (6) The or (4) the failure by the Company to continue to provide the Executive with benefits substantially similar to those specified in Section 5 of this Agreement; (7) The or. (5) a termination of employment by the Executive for any reason during the 90-day period immediately following a Change of Control as "Change of Control" is defined in the Employee Long-Term Incentive Plan in effect, or most recently in effect, at the time of the Change in Control; or (6) the Company delivers a timely notice (see Section 2(b)) to the Executive that the Agreement will terminate at the end of the Employment Term, and within thirty 30 days after receipt of said notice the Executive tenders her his resignation from the Company (to be effective at the end of the Employment Term); or (8) (7) Any other material breach of this Agreement by the Company that is not cured within 30 days of the Executive providing the Company written notice of such breach. View More

Good Reason. That within 30 days prior to the Executive's providing the notice to the Company required under Section 6(b)(1) 6.b(2) of this Agreement that any of the following has occurred: (1) A a material change in the scope of the Executive's authority or assigned duties and responsibilities, responsibilities or the assignment of duties or responsibilities that are inconsistent with the Executive's level or position without her consent; position; or (2) Any material acts of dishonesty by the Company... directed toward or affecting Executive; (3) Any illegal act or instruction directly affecting Executive by the Company, which is not withdrawn after the Company is notified of the alleged illegality by Executive; (4) A a reduction by the Company in the Executive's base salary and bonus opportunity other than as set forth herein as may be increased from time to time described in this Agreement; or (3) a reduction by the Company in the Executive's incentive compensation; (5) A change in the Executive's principal office to a location outside of a 20 35 mile radius from the Company's offices in Herndon, Virginia; (6) The or (4) the failure by the Company to continue to provide the Executive with benefits substantially similar to those specified in Section 5 of this Agreement; (7) The Company delivers or (5) a timely notice (see Section 2(b)) to termination of employment by the Executive that for any reason during the Agreement will terminate at 90-day period immediately following a Change of Control as "Change of Control" is defined in the end of the Employment Term, and within thirty days after receipt of said notice the Executive tenders her resignation from the Company (to be effective at the end of the Employment Term); 2012 Employee Long-Term Incentive Plan; or (8) (6) Any other material breach of this Agreement by the Company that is not cured within 30 days of the Executive providing the Company written notice of such breach. breach View More

Good Reason. The termination Executive's resignation within 30 days following the expiration of the Executive's employment with the Company Group by the Executive in accordance with the next sentence after any Cure Period (discussed below) following the occurrence of one or more of the following events following, without the Executive's express written consent: (i) a material reduction of the Executive's duties, authorities, position or responsibilities relative responsibilities, or the removal of the... Executive from such position and responsibilities, either of which results in a material diminution of the Executive's authority, duties or responsibilities, unless the Executive is provided with a comparable position (i.e., a position of equal or greater organizational level, duties, authority, compensation and status); (ii) a material reduction in the Executive's Base Salary (except where there is a reduction applicable to the Executive's duties, authorities, or responsibilities in effect immediately prior to the reduction; management team generally); provided, however, that continued employment following a Change in Control with substantially the same duties, authorities, or responsibilities with respect to the Company Group's business and operations will not constitute "Good Reason" (for example, "Good Reason" does not exist if the Executive is employed by the Company Group or a successor with substantially the same duties, authorities, or responsibilities with respect to the Company Group's business that the Executive had immediately prior to the Change in Control regardless of whether the Executive's title is revised to reflect the Executive's placement within the overall corporate hierarchy or whether the Executive provides services to a subsidiary, affiliate, business unit or otherwise); (ii) a reduction by a Company Group member in the Executive's rate of annual base salary by more than 10%; provided, however, that, a reduction of annual base salary that also applies to substantially all other similarly situated employees of the Company Group members 10% or less in any one year will not constitute "Good Reason"; be deemed a material reduction; (iii) a material change in the geographic location of the Executive's primary work facility or location by more location; provided, that a relocation of less than 35 50 miles from the Executive's then present location; provided, that a relocation to a location that is within 35 miles from the Executive's then-present primary residence will not be considered a material change in geographic location, location; or (iv) the failure of a the Company to obtain from any successor corporation to assume the obligations under this Agreement as contemplated by Section 8. In order for the termination or transferee of the Executive's employment with a Company Group member an express written and unconditional assumption of the Company's obligations to be the Executive under the Agreement and the Employment Agreement[s]. The Executive will not resign for Good Reason, the Executive must not terminate employment Reason without first providing the Company with written notice to the Company of the acts or omissions constituting the grounds for "Good Reason" within 60 90 days of the initial existence of the grounds for "Good Reason" and a cure period of 30 days following the date of written the Company receives such notice (the "Cure Period"), the grounds Period") during which such condition must not have been cured during that time, and the Executive must terminate the Executive's employment within 30 days following the Cure Period. cured. View More

Good Reason. The termination of the Executive's employment with the Company or such other applicable member of the Company Group by the Executive in accordance with the next sentence after the occurrence of one or more of the following events without the Executive's express written consent: (i) a material reduction of the Executive's duties, authorities, or responsibilities relative to the Executive's duties, authorities, or responsibilities in effect immediately prior to the such reduction; provided,... however, provided that continued employment following it will be considered a substantial reduction in duties and responsibilities if after a Change in Control with substantially the same duties, authorities, or responsibilities with respect to the Company Group's business and operations will not constitute "Good Reason" (for example, "Good Reason" does not exist if Control, the Executive is employed not the Chief Executive Officer of the ultimate parent of the resulting company and, if such Change in Control occurs after the Company's IPO, if such ultimate parent is not a publicly traded company; (ii) a reduction of more than 10% by the Company Group or a successor with substantially the same duties, authorities, or responsibilities with respect to the Company Group's business that the Executive had immediately prior to the Change in Control regardless of whether the Executive's title is revised to reflect the Executive's placement within the overall corporate hierarchy or whether the Executive provides services to a subsidiary, affiliate, business unit or otherwise); (ii) a reduction by a Company Group member in the Executive's rate of annual base salary by more than 10%; or the target amount of the Executive's annual bonus; provided, however, that, a proportional reduction of annual base salary and/or target bonus amount that also applies to substantially all other similarly situated employees of the Company Group members will not constitute "Good Reason"; (iii) a material change in the geographic location of the Executive's primary work facility or location by more location; provided, that a relocation of less than 35 miles from the Executive's then present location; provided, that a relocation to a location that is within 35 miles from the Executive's then-present primary residence will not be considered a material change in geographic location, location; or (iv) the failure of a the Company to obtain from any successor corporation or transferee of the Company an express written and unconditional assumption of the Company's obligations to assume the obligations Executive under this Agreement as contemplated by Section 8. the Agreement. In order for the termination of the Executive's employment with a the Company Group member to be for Good Reason, the Executive must not terminate employment without first providing written notice to the Company of the acts or omissions constituting the grounds for "Good Reason" within 60 90 days of the initial existence of the grounds for "Good Reason" and a cure period of 30 days following the date of written notice (the "Cure Period"), the such grounds must not have been cured during that such time, and the Executive must terminate the Executive's employment within 30 days following the last day of the Cure Period. View More

Good Reason. The termination of the Executive's employment with the Company or such other applicable member of the Company Group by the Executive in accordance with the next sentence after the occurrence of one or more of the following events without the Executive's express written consent: (i) a material reduction of the Executive's duties, authorities, or responsibilities relative to the Executive's duties, authorities, or responsibilities in effect immediately prior to the such reduction; provided,... however, that continued employment following a Change in Control with substantially the same duties, authorities, or responsibilities with respect to the Company Group's Company's business and operations will not constitute "Good Reason" (for example, "Good Reason" does not exist if the Executive is employed by the Company Group or a successor with substantially the same duties, authorities, or responsibilities with respect to the Company Group's Company's business that the Executive had immediately prior to the Change in Control regardless of whether the Executive's title is revised to reflect the Executive's placement within the overall corporate hierarchy or whether the Executive provides services to a subsidiary, affiliate, business unit or otherwise); (ii) a material reduction by a the Company Group member in the Executive's rate of annual base salary by more than 10%; salary; provided, however, that, a reduction of annual base salary that also applies to substantially all other similarly situated employees of the Company Group members will not constitute "Good Reason"; (iii) a material change in the geographic location of the Executive's primary work facility or location by more location; provided, that a relocation of less than 35 miles from the Executive's then present location; provided, that a relocation to a location that is within 35 miles from the Executive's then-present primary residence will not be considered a material change in geographic location, location; or (iv) the failure of a the Company to obtain from any successor corporation or transferee of the Company an express written and unconditional assumption of the Company's obligations to assume the obligations Executive under this Agreement as contemplated by Section 8. the Agreement. In order for the termination of the Executive's employment with a the Company Group member to be for Good Reason, the Executive must not terminate employment without first providing written notice to the Company of the acts or omissions constituting the grounds for "Good Reason" within 60 90 days of the initial existence of the grounds for "Good Reason" and a cure period of 30 days following the date of written notice (the "Cure Period"), the such grounds must not have been cured during that such time, and the Executive must terminate the Executive's employment within 30 days following the last day of the Cure Period. View More

Good Reason. With respect to an Eligible Executive, the occurrence of any of the following prior to the Eligible Executive’s Date of Termination: (i) a material reduction in such Eligible Executive’s Base Salary or Target Annual Bonus; (ii) a material diminution in an such Eligible Executive's Base Salary Executive’s position, reporting relationship, responsibilities or authority, duties or the assignment of such Eligible Executive to a position, responsibilities with or duties of a materially lesser status... or degree of responsibility than such Eligible Executive’s position, responsibilities or duties immediately following the Company or its Affiliates; (ii) a date of such Eligible Executive’s Participation Agreement; (iii) any material breach by the Company of any of its obligations under the Plan; or (iii) a relocation provision of the geographic location Plan or any other material agreement between the Company and Employee; or (iv) any requirement of an the Company that such Eligible Executive's principal place of employment by Executive be based anywhere more than 50 40 miles from the location office where such Eligible Executive is located on the date of such Eligible Executive's principal place of employment as of the Effective Date. Executive’s Participation Agreement. Notwithstanding the foregoing provisions of this definition or any other provision of the Plan to the contrary, any assertion by an Eligible Executive of a termination for Good Reason shall not be effective unless all of the following conditions are satisfied: (A) the condition described in this definition giving rise to such Eligible Executive's Executive’s termination of employment must have arisen without such Eligible Executive's Executive’s consent; (B) such Eligible Executive must provide written notice to the Company Board of the existence of such condition(s) within 30 thirty (30) days after of the initial occurrence existence of such condition(s); (C) the condition(s) specified in such notice must remain uncorrected for 30 thirty (30) days following the Company's Board’s receipt of such written notice; and (D) the date of such Eligible Executive's Executive’s termination of employment must occur within 90 days after following the initial occurrence expiration of the condition(s) specified thirty (30) day cure period, but in any event within sixty-five (65) days following the Board’s receipt of such notice. View More

Good Reason. (i) a material diminution in an Eligible Executive's Base Salary or authority, duties or duties, and responsibilities with the Company or its Affiliates; subsidiaries, including his or her removal as an officer of the Company; provided, however, that if the Eligible Executive is serving as an officer or member of the board of directors (or similar governing body) of any member of the Company Group, in no event shall the removal of the Eligible Executive as an officer or board member of such... member of the Company Group, other than the Company, regardless of the reason for such removal, constitute Good Reason; provided, further, that a reduction in an Eligible Executive's Base Salary in connection with a general reduction in base salaries that affects all similarly situated employees of the Company in substantially the same proportions will not constitute Good Reason; provided, further, that a temporary reduction in an Eligible Executive's authority, duties, and responsibilities in connection with any internal investigation by the Company, including an investigation into whether circumstances constituting Cause exist, shall not constitute Good Reason; (ii) a material breach by the Company of any of its obligations under the Plan; or (iii) a the relocation of the geographic location of an Eligible Executive's principal place of employment by more than 50 miles from the location of such Eligible Executive's principal place of employment as of the Effective Date. Notwithstanding the foregoing provisions of this definition or any other provision of the Plan to the contrary, clauses (i), (ii) and (iii), any assertion by an Eligible Executive of a termination for Good Reason shall not be effective unless all of the following conditions are satisfied: (A) the condition described in this definition clauses (i), (ii) or (iii) giving rise to such Eligible Executive's termination of employment must have arisen without such Eligible Executive's consent; (B) such Eligible Executive must provide written notice to the Company Committee of the existence of such condition(s) within 30 days after the initial occurrence of such condition(s); (C) the condition(s) specified in such notice must remain uncorrected for 30 days following the Company's Committee's receipt of such written notice; and (D) the date of such Eligible Executive's termination of employment must occur within 90 75 days after the initial occurrence of the condition(s) specified in such notice. View More

Good Reason. (i) a material diminution in an Eligible Executive's Base Salary or authority, duties or duties, and responsibilities with the Company or its Affiliates; subsidiaries, including his or her removal as an officer of the Company; provided, however, that if the Eligible Executive is serving as an officer or member of the board of directors (or similar governing body) of any member of the Company Group, in no event shall the removal of the Eligible Executive as an officer or board member of such... member of the Company Group, other than the Company, regardless of the reason for such removal, constitute Good Reason; provided, further, that a reduction in an Eligible Executive's Base Salary in connection with a general reduction in base salaries that affects all similarly situated employees of the Company in substantially the same proportions will not constitute Good Reason; provided, further, that a temporary reduction in an Eligible Executive's authority, duties, and responsibilities in connection with any internal investigation by the Company, including an investigation into whether circumstances constituting Cause exist, shall not constitute Good Reason; (ii) a material breach by the Company of any of its obligations under the Plan; or (iii) a the relocation of the geographic location of an Eligible Executive's principal place of employment by more than 50 miles from the location of such Eligible Executive's principal place of employment as of the Effective Date. Notwithstanding the foregoing provisions of this definition or any other provision of the Plan to the contrary, clauses (i), (ii) and (iii), any assertion by an Eligible Executive of a termination for Good Reason shall not be effective unless all of the following conditions are satisfied: (A) the condition described in this definition clauses (i), (ii) or (iii) giving rise to such Eligible Executive's termination of employment must have arisen without such Eligible Executive's consent; (B) such Eligible Executive must provide written notice to the Company Committee of the existence of such condition(s) within 30 days after the initial occurrence of such condition(s); (C) the condition(s) specified in such notice must remain uncorrected for 30 days following the Company's Committee's receipt of such written notice; and (D) the date of such Eligible Executive's termination of employment must occur within 90 75 days after the initial occurrence of the condition(s) specified in such notice. notice View More

Good Reason. Without Means, without the Executive's consent, (i) a material reduction or adverse change in duties, responsibilities or the Executive's level of responsibility and/or scope of authority, (ii) a material reduction by more than 10% in Executive's annual base salary or annual target bonus, bonus opportunity or aggregate benefits, (iii) a requirement that Executive relocate relocation of the Executive's principal place of work to a location that increases Executive's one-way commute workplace by... more than thirty (30) thirty-five (35) miles from Executive's then-current work location. For then current place of employment, (iv) Executive does not report to the purpose Chief Executive Officer of clause (i), solely the parent company following any Change in Control, or (v) a material breach of this Agreement, including without limitation Section 8(a), or any other written agreement between the Executive and the Company in connection with a Change in Control, a change in responsibility shall not be deemed to occur (A) solely because Executive is part of a larger organization or (B) solely because of a change in title. an Equity Award. For the Executive to receive the benefits under this Agreement as a result of a voluntary resignation under this subsection (g), (f), all of the following requirements must be satisfied: (1) the Executive must provide notice to the Company of his or her intent to assert Good Reason within sixty (60) days of the initial existence of one or more of the conditions set forth in subclauses (i) through (iii); (2) the Company will have thirty (30) days (the "Company Cure Period") from the date of such notice to remedy the condition and, if it does so, the Executive may withdraw his or her resignation or may resign with no benefits under this Agreement; benefits; and (3) any termination of employment under this provision must occur within ten (10) days of the earlier of expiration of the Company Cure Period or written notice from the Company that it will not undertake to cure the condition set forth in subclauses (i) through (iii). Should the Company remedy the condition as set forth above and then one or more of the conditions arises again, again within twelve months following the occurrence of a Change in Control, the Executive may assert Good Reason again subject to all of the conditions set forth herein. View More

Good Reason. Without the Executive's consent, any of the following: (i) a material reduction in duties, responsibilities or authority, base salary, other than as part of an across-the-board reduction applicable to all Company executives of less than 10%; (ii) a material reduction in level or scope of job responsibilities, provided, however, that for a period of twenty-four (24) months following the date of this Agreement (as it may be amended), good faith changes to Executive's annual base salary job... responsibilities that are made in consultation with Executive for the purpose of enhancing the overall growth of the Company, including removing or annual target bonus, transferring certain responsibilities, shall not be deemed to constitute "Good Reason"; or (iii) a requirement that the relocation of the Company's corporate office at which Executive relocate Executive's principal place of work to a location that increases Executive's one-way commute works by more than thirty (30) miles from fifty (50) miles, which relocation materially increases Executive's then-current work location. commuting distance. For the purpose of clause (i), solely in connection with a Change in Control, (ii) a change in responsibility shall not be deemed to occur (A) solely because Executive is part of a larger organization or organization, (B) solely because of a change in title. title, or (C) solely because the Executive no longer serves on the Board of Directors or committee thereof, if applicable. For the Executive to receive the benefits under this Agreement as a result of a voluntary resignation under this subsection (g), (c), all of the following requirements must be satisfied: (1) the Executive must provide notice to the Company of his or her intent to assert Good Reason within sixty (60) {60) days of the initial existence of one or more of the conditions set forth in subclauses (i) through (iii); (2) the Company will have thirty (30) {30) days (the "Company Cure Period") from the date of such notice to remedy the condition and, if it does so, the Executive may withdraw his or her resignation or may resign with no benefits under this Agreement; and (3) any termination of employment under this provision must occur within ten (10) {10) days of the earlier of expiration of the Company Cure Period or written notice from the Company that it will not undertake to cure the condition set forth in subclauses (i) through (iii). Should the Company remedy the condition as set forth above and then above, after which cure one or more of the conditions arises again, arises, then the Executive may assert Good Reason again again, subject to all of the conditions set forth herein. View More

Good Reason. Without Means, without the Executive's consent, (i) a material reduction or adverse change in duties, responsibilities or the Executive's level of responsibility and/or scope of authority, (ii) a material reduction by more 3 than 10% in Executive's annual base salary or annual target bonus, or salary, (iii) a requirement that Executive relocate relocation of the Executive's principal place of work to a location that increases Executive's one-way commute workplace by more than thirty (30) thirty-five (35) miles from Executive's then-current work location. then current place of employment; or (iv) a material breach of this Agreement, including without limitation Section 8(a), or any other written agreement between the Executive and the Company in connection with an Equity Award. For the purpose of clause (i), solely in connection with a Change in Control, a change in responsibility shall not be deemed to occur (A) solely because Executive is part of a larger organization or (B) solely because of a change in title. For the Executive to receive the benefits under this Agreement as a result of a voluntary resignation under this subsection (g), (f), all of the following requirements must be satisfied: (1) the Executive must provide notice to the Company of his or her intent to assert Good Reason within sixty (60) days of the initial existence of one or more of the conditions set forth in subclauses (i) through (iii); (2) the Company will have thirty (30) days (the "Company Cure Period") from the date of such notice to remedy the condition and, if it does so, the Executive may withdraw his or her resignation or may resign with no benefits under this Agreement; benefits; and (3) any termination of employment under this provision must occur within ten (10) days of the earlier of expiration of the Company Cure Period or written notice from the Company that it will not undertake to cure the condition set forth in subclauses (i) through (iii). Should the Company remedy the condition as set forth above and then one or more of the conditions arises again, again within twelve months following the occurrence of a Change in Control, the Executive may assert Good Reason again subject to all of the conditions set forth herein. View More

Good Reason. Without Executive's consent, (i) any material diminution in Executive's responsibilities, authorities, title, reporting structure authorities or duties; provided that in the event of Executive's Disability, the Company's appointment of an interim Chief Executive Officer shall not constitute a diminution of Executive's responsibilities, authorities or duties, (ii) any material reduction in Executive's (x) Base Salary or (y) target Annual Target Bonus opportunity Opportunity (except in the event... of an across the board reduction in Base Salary or target Annual Target Bonus opportunity of up to 10%, Opportunity applicable to substantially all senior executives of the Company), (iii) a relocation of Executive's principal place of employment by more than fifty (50) miles from the location of Executive's principal place of employment on the Effective Date and such principal place of employment is more than fifty (50) miles from Executives principal residence or (iv) Executive is not a material breach by member of the Company of any material provisions of this Agreement; Board; provided, that no event described in clause (i), (ii), (iii) or (iv) shall constitute Good Reason unless (A) Executive has given the Company written notice of the termination, setting forth the conduct of the Company that is alleged to constitute Good Reason, within sixty (60) thirty (30) days following the occurrence of such event, and (B) Executive has provided the Company at least sixty (60) days following the date on which such notice is provided to cure such conduct and the Company has failed to do so. Failing such cure, a termination of employment by Executive for Good Reason shall be effective on the day following the expiration of such cure period. View More

Good Reason. (i) any material diminution in Executive's responsibilities, authorities, title, reporting structure title or duties, or change in Executive's reporting relationship hereunder other than as part of a Change in Control (ii) any a material reduction in Executive's (x) Base Salary or (y) target Annual Bonus opportunity (except in the event of an across the board reduction in Base Salary or target Annual Bonus opportunity other than as part of up to 10%, applicable to substantially a like reduction... for all senior executives of the Company), or (iii) a relocation of Executive's principal place of employment by more than fifty (50) miles from the location of Executive's principal place of employment on the Effective Date and such principal place of employment is more than fifty (50) miles from Executives principal residence or (iv) a material breach by the Company of any material provisions of this Agreement; residence; provided, that no event described in clause (i), (ii), or (iii) or (iv) shall constitute Good Reason unless (A) Executive has given the Company written notice of the termination, setting forth the conduct of the Company that is alleged to constitute Good Reason, within sixty (60) days following the occurrence of such event, and (B) Executive has provided the Company at least sixty (60) days following the date on which such notice is provided to cure such conduct and the Company has failed to do so. Failing such cure, a termination of employment by Executive for Good Reason shall be effective on the day following the expiration of such cure period. View More

Good Reason. Without Executive's consent, (i) any material diminution in Executive's responsibilities, authorities, title, reporting structure authorities or duties; provided that in the event of Executive's Disability, the Company's appointment of an interim Chief Executive Officer shall not constitute a diminution of Executive's responsibilities, authorities or duties, (ii) any material reduction in Executive's (x) Base Salary or (y) target Annual Target Bonus opportunity Opportunity (except in the event... of an across the board reduction in Base Salary or target Annual Target Bonus opportunity of up to 10%, Opportunity applicable to substantially all senior executives of the Company), (iii) a relocation of Executive's principal place of employment (as provided in Section 2) by more than fifty (50) miles from miles, (iv) as of the location CEO Effective Date, the Company's failure to appoint Executive as CEO and as a member of the Board as required by the terms herein, or (v) in connection with any election of directors to the Board during the Term upon the expiration of Executive's principal place of employment then-current term on the Effective Date and such principal place of employment is more than fifty (50) miles from Executives principal residence or (iv) a material breach by Board, the Company of any material provisions of this Agreement; Company's failure to nominate Executive for re-election to the Board; provided, that no event described in clause (i), (ii), (iii) (ii) ,(iii), (iv) or (iv) (v) shall constitute Good Reason unless (A) Executive has given the Company written notice of the termination, setting forth the conduct of the Company that is alleged to constitute Good Reason, within sixty (60) thirty (30) days following the occurrence of such event, and (B) Executive has provided the Company at least sixty (60) days following the date on which such notice is provided to cure such conduct and the Company has failed to do so. Failing such cure, a termination of employment by Executive for Good Reason shall be effective on the day following the expiration of such cure period. View More

Good Reason. For purposes of this Agreement, you shall have "Good Reason" for resignation from employment with the Company if any of the following actions are taken by the Company without your prior written consent: (a) a material reduction in your Base Salary, which the parties agree is a reduction of at least 10% of your Base Salary (unless pursuant to a salary reduction program applicable generally to the Company's similarly situated employees); (b) a material reduction in your duties (including... responsibilities and/or authorities), provided, however, that a change in job position (including a change in title) shall not be deemed a "material reduction" in authorities) other than the transition of duties, responsibilities and authorities to others within the Company as the Company's management team evolves (excluding oversight and management of itself unless your new duties are materially reduced from the prior duties; primary function); or (c) relocation of your principal place of employment to a place that increases your one-way commute by more than fifty (50) miles as compared to your then-current principal place of employment immediately prior to such relocation. relocation; provided that any relocation back to the Company office from remote work will not be considered a relocation of your principal place of employment with the Company for purposes of this definition. In order to resign for Good Reason, you must provide written notice to the Company's Board CEO within 30 days after the first occurrence of the event giving rise to Good Reason setting forth the basis for your resignation, allow the Company at least 30 days from receipt of such written notice to cure such event, and if such event is not reasonably cured within such period, you must resign from all positions you then hold with the Company not later than 90 days after the expiration of the cure period. View More

Good Reason. For purposes of this Agreement, you shall have "Good Reason" 'Good Reason' for your resignation from of your employment with will exist following the Company if occurrence of any of the following actions are taken by the Company without your prior written consent: (a) a material reduction in your Base Salary, which the parties agree is a reduction of at least 10% of your Base Salary (unless pursuant to a salary reduction program applicable generally to the Company's similarly situated... employees); (b) (i) a material reduction in your duties (including responsibilities and/or authorities), provided, however, that a change in job position (including a change in title) shall not be deemed a "material reduction" 'material reduction' in and of itself unless your new duties are materially substantially reduced from the prior duties; or (c) (ii) relocation of your principal place of employment to a place that increases your one-way commute by more than fifty (50) seventy five (75) miles as compared to your then-current then current principal place of employment immediately prior to such relocation. In relocation; or (iii) a reduction of at least 10% of your base salary or base compensation (unless pursuant to a salary or base compensation reduction program applicable generally to the Company's key employees), which percentage the parties agree is a 'material' reduction; provided, however, that in order to resign for Good Reason, you must (1) provide written notice to the Company's Board Company within 30 days after the first occurrence of the event giving rise to Good Reason setting forth the basis for your 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, you must resign your resignation from all positions you then hold with the Company is effective not later than 90 days after the expiration of the cure period. View More

Good Reason. For purposes of this Agreement, you shall have "Good Reason" for resignation from employment with the Company if any of the following actions are taken by the Company without your prior written consent: (a) a material reduction in your Base Salary, which the parties agree is a reduction of at least 10% of your Base Salary (unless pursuant to a salary reduction program applicable generally to the Company's similarly situated employees); (b) (i) a material reduction in your duties (including or... responsibilities and/or authorities), provided, however, without your consent, provided that neither a change in job position (including title, nor a change in title) shall not your reporting relationships by virtue of the Company being acquired or made part of a larger entity (as, for example, where the Company becomes a subsidiary or operating unit of the acquiring or surviving entity following a Change in Control) will be deemed a "material reduction" in and of itself unless your new position, duties and responsibilities are materially reduced from the such prior duties; duties and responsibilities; (ii) a material reduction in your base salary, unless such reduction is made in connection with a similar action affecting all senior executives; or (c) (iii) a relocation of your principal place of employment to a place that increases your one-way commute by more than fifty (50) 50 miles as compared to your then-current principal place of employment immediately prior to such relocation. In order to resign for Good Reason, you must provide written notice to the Company's Board board of directors of the Company within 30 90 days after the first occurrence of the event giving rise to Good Reason setting forth the basis for your resignation, allow the Company at least 30 days from receipt of such written notice to cure such event, and if such event is not reasonably cured within such period, you must resign from all positions you then hold with the Company not later than 90 30 days after the expiration of the cure period. View More

Good Reason. The occurrence of one or more of the following events, provided that the Executive shall give the Corporation a written notice, within 90 days following the initial occurrence of the event, describing the event that the Executive claims to be Good Reason and stating the Executive's intention to terminate employment unless the Corporation takes appropriate corrective action: (i) A material diminution in the Executive's responsibilities, duties, title, reporting responsibilities within the... business organization, status, role or authority. authority as Chief Executive Officer of the Corporation. (ii) A material reduction by the Corporation in the Executive's annual base salary as in effect from time to time. (iii) A material reduction by the Corporation in the aggregate value of benefits provided to the Executive, as in effect from time to time except where such reduction is applied uniformly to all officers or all employees of the Corporation, as applicable. "Benefits" includes all profit sharing, 401(k), retirement, pension, health, medical, dental, disability, insurance, automobile, severance, vacation, leave, reimbursement, and similar benefits. (iv) A material breach by the Corporation of any provision of this Agreement or of any other agreement requiring the payment of compensation to the Executive. (v) (iv) Removal from, or failure to re-elect, the Executive to the position of President or Chief Executive Officer. (vi) A requirement, Notwithstanding clauses (i) and (v) above, in the event the Corporation temporarily replaces the Executive, or transfers the Executive's reasonable judgment, that duties or responsibilities to another individual, on account of the services required Executive's inability to perform such duties due to a mental or physical incapacity which is, or is reasonably expected to become, a Disability, but continues the payment of the Executive's annual base salary then in effect, then the Executive's employment shall not be performed deemed terminated by the Executive would necessitate Corporation and the Executive moving shall not be able to resign with Good Reason as a result thereof. If the Executive delivers written notice stating his residence at least 50 miles from claim for Good Reason on the Buffalo, New York area. The basis of any of clauses (i) through (iv) above, the Corporation shall have 30 days following the date of receipt of the such written notice from the Executive stating his claim of Good Reason in which to take appropriate corrective action. If the Corporation does not correct the Good Reason condition, condition stated in such written notice, the Executive's Good Reason termination of employment will be deemed to have occurred on the day following the 30-day period. View More

Good Reason. The (k) "Good Reason" means the occurrence of one or more of the following events, provided that the Executive shall give the Corporation a written notice, within 90 days following the initial occurrence of the event, describing the event that the Executive claims to be Good Reason and stating the Executive's intention to terminate employment unless the Corporation takes appropriate corrective action: (i) A material diminution in the Executive's responsibilities, duties, title, reporting... responsibilities within the business organization, status, role or authority. 71 (ii) A material reduction by the Corporation in the Executive's annual base salary as in effect from time to time. on the date of a Change in Control or as in effect thereafter if that base salary has been increased. (iii) A material reduction by the Corporation in the aggregate value of benefits provided to the Executive, as in effect from time to time except where such reduction is applied uniformly to all officers on the date of a Change in Control or all employees of the Corporation, as applicable. in effect after that date if those benefits have been increased. "Benefits" includes all profit sharing, 401(k), retirement, pension, health, medical, dental, disability, insurance, automobile, severance, vacation, leave, reimbursement, and similar benefits. (iv) A material breach by the Corporation of any provision of this Agreement or of any other agreement requiring the payment of compensation to the Executive. (v) Removal from, or failure to re-elect, the Executive to the position of President or Chief Executive Officer. (vi) A requirement, in the Executive's reasonable judgment, that the services required to be performed by the Executive would necessitate the Executive moving his residence at least 50 miles from the Buffalo, New York area. The Corporation shall have 30 days following the date of receipt of the written notice from the Executive stating his claim of Good Reason in which to take appropriate corrective action. If the Corporation does not correct the Good Reason condition, the Executive's Good Reason termination will be deemed to have occurred on the day following the 30-day period. View More

Good Reason. The occurrence of one or more of the following events, provided that the Executive shall give the Corporation a written notice, within 90 days following the initial occurrence of the event, describing the event that the Executive claims to be Good Reason and stating the Executive's intention to terminate employment unless the Corporation takes appropriate corrective action: (i) A material diminution in the Executive's responsibilities, duties, title, reporting responsibilities within the... business organization, status, role or authority. (ii) A material reduction by the Corporation in the Executive's annual base salary as in effect from time to time. (iii) A material reduction by the Corporation in the aggregate value of benefits provided to the Executive, as in effect from time to time except where such reduction is applied uniformly to all officers or all employees of the Corporation, as applicable. "Benefits" includes all profit sharing, 401(k), retirement, pension, health, medical, dental, disability, insurance, automobile, severance, vacation, leave, reimbursement, and similar benefits. (iv) A material breach by the Corporation of any provision of this Agreement or of any other agreement requiring the payment of compensation to the Executive. (v) Removal from, or failure to re-elect, the Executive to the position of President or Chief Executive Officer. (vi) A requirement, in the Executive's reasonable judgment, that the services required to be performed by the Executive would necessitate the Executive moving his residence at least 50 miles from the Buffalo, New York area. The Corporation shall have 30 days following the date of receipt of the written notice from the Executive stating his claim of Good Reason in which to take appropriate corrective action. If the Corporation does not correct the Good Reason condition, the Executive's Good Reason termination will be deemed to have occurred on the day following the 30-day period. View More

Good Reason. Shall mean Executive's voluntary Termination of employment for one or more of the following reasons: (i) an a materially adverse change in the nature, scope or status of Executive's position, authorities or duties from those in effect in accordance with Section 3 2 immediately following the Effective Date, or if applicable and greater, immediately prior to the Covered Period; (ii) a material reduction in Executive's Annual Base Salary, Target Incentive Bonus opportunity, or material reduction... in Executive's aggregate compensation and benefits from that in effect immediately following the Effective Date, or if applicable and greater, immediately prior to the Covered Period; Period (in each case excluding a reduction principally resulting from Executive's actual Incentive Bonus); (iii) relocation of Executive's primary place of employment of more than ninety (90) miles from Executive's primary place of employment immediately following the Effective Date, or if applicable, prior to the Covered Period, or a requirement that Executive engage in travel that is materially greater than was required prior to the Covered Period; (iv) failure by an acquirer to assume this Agreement at the time of a Change of Control; or (v) a material breach by the Employer, or its successor, of this Agreement. Notwithstanding the foregoing, prior to Executive's Termination for Good Reason, Executive must give the Employer written notice of the existence of any condition set forth in clause (i) - – (v) above within ninety (90) thirty (30) days of such initial existence and the Employer shall have thirty (30) days from the date of receipt of such notice in which to cure the condition giving rise to Good Reason, if curable. If, during such thirty (30) day period, the Employer cures the condition giving rise to Good Reason, no payments or benefits shall be due under Section 6 5 of this Agreement with respect to such occurrence. If, during such thirty (30) day period, the Employer fails or refuses to cure the condition giving rise to Good Reason, Executive shall be entitled to payments or benefits under Section 6 5 of this Agreement upon such Termination; provided such Termination occurs within 24 months 30 days after the end of such initial existence of the applicable condition. cure period. View More

Good Reason. Shall mean the Executive's voluntary Termination of employment for one or more of the following reasons: (i) an adverse change in the nature, scope or status of the Executive's position, authorities or duties from those in effect in accordance with Section 3 2 immediately following the Effective Date, or if applicable and greater, immediately prior to the Covered Period; (ii) a reduction in Executive's Annual Base Salary, Incentive Bonus annual salary, bonus opportunity, or material reduction ... class="diff-color-red">in to Executive's aggregate benefits, or other compensation and benefits from that plans in effect immediately following the Effective Date, or if applicable and greater, immediately prior to the Covered Period; (iii) relocation of the Executive's primary place of employment of more than ninety (90) 25 miles from the Executive's primary place of employment immediately following the Effective Date, or if applicable, prior to the Covered Period, Period or a requirement that the Executive engage in travel that is materially greater than was required prior to the Covered Period; (iv) failure by an acquirer to assume this Agreement at the time of a the Change of Control; or Control, or; (v) a material breach by the Employer, Company, or its successor, of this Agreement. agreement. Notwithstanding the foregoing, prior to the Executive's voluntary Termination for Good Reason, the Executive must give the Employer Company written notice of the existence of any condition set forth in clause (i) - – (v) above within ninety (90) 90 days of such initial existence and the Employer Company shall have thirty (30) 30 days from the date of receipt of such notice in which to cure the condition giving rise to Good Reason, if curable. If, during such thirty (30) day 30-day period, the Employer Company cures the condition giving rise to Good Reason, no payments or benefits shall be due under Section 6 5 of this Agreement with respect to such occurrence. If, during such thirty (30) day 30-day period, the Employer Company fails or refuses to cure the condition giving rise to Good Reason, the Executive shall be entitled to payments or benefits under Section 6 5 of this Agreement upon such Termination; provided such Termination occurs within 24 months of such initial existence of the applicable condition. View More

Found in MidWestOne Financial Group, Inc. contract

Good Reason. The Executive's voluntary Termination of employment for one or more of the following reasons: (i) an adverse change in the nature, scope or status of the Executive's position, authorities or duties from those in effect in accordance with Section 3 2 immediately following the Effective Date, or if applicable and greater, immediately prior to the Covered Period; (ii) a reduction in Executive's Annual Base Salary, Incentive Bonus annual salary, bonus opportunity, or material reduction in to... Executive's aggregate benefits, or other compensation and benefits from that plans in effect immediately following the Effective Date, or if applicable and greater, immediately prior to the Covered Period; (iii) relocation of the Executive's primary place of employment of more than ninety (90) 25 miles from the Executive's primary place of employment immediately following the Effective Date, or if applicable, prior to the Covered Period, Period or a requirement that the Executive engage in travel that is materially greater than was required prior to the Covered Period; (iv) failure by an acquirer to assume this Agreement at the time of a the Change of Control; or Control, or; (v) a material breach by the Employer, Company, or its successor, of this Agreement. agreement. Notwithstanding the foregoing, prior to the Executive's voluntary Termination for Good Reason, the Executive must give the Employer Company written notice of the existence of any condition set forth in clause (i) - – (v) above within ninety (90) 90 days of such initial existence and the Employer Company shall have thirty (30) 30 days from the date of receipt of such notice in which to cure the condition giving rise to Good Reason, if curable. If, during such thirty (30) day 30-day period, the Employer Company cures the condition giving rise to Good Reason, no payments or benefits shall be due under Section 6 5 of this Agreement with respect to such occurrence. If, during such thirty (30) day 30-day period, the Employer Company fails or refuses to cure the condition giving rise to Good Reason, the Executive shall be entitled to payments or benefits under Section 6 5 of this Agreement upon such Termination; provided such Termination occurs within 24 months of such initial existence of the applicable condition. View More