Good Reason

Good Reason. (i) the Company and/or the U.S. Subsidiary commits a material breach of this Agreement which is not remedied by the Company and/or the U.S. Subsidiary within fifteen (15) days of receiving written notice from Executive that specifically sets forth the factual basis for Executive's belief that a material breach has occurred; (ii) a diminution of Executive's Base Salary of more than 10% (provided that for purposes of Section 7(b) only, a diminution of Executive's Base Salary of less than 10%... other than in connection with an across-the-board salary reduction affecting all senior executives of the U.S. Subsidiary shall give rise to a Good Reason Condition); (iii) a material change in the geographic location at which the Executive provides services to the Company and/or the U.S. Subsidiary (provided that for this purpose, in no event shall a relocation of such provision of services to a new location less than fifty (50) miles from the current location of the provision of services give rise to a Good Reason Condition); (iv) a material diminution in the Executive's responsibilities, authority or duties; or (v) a successor to the Company fails to assume this Agreement in writing upon becoming a successor or assignee of the Company. With respect to each of the Good Reason Conditions described above, Executive may not establish "Good Reason" unless she has provided written notice of the existence of such condition to the Company within 30 days of the event constituting such Good Reason, the Company fails to reasonably cure such condition within the 15-day period immediately following receipt of such notice and the Executive terminates her employment within sixty (60) days after providing written notice of the existence of a Good Reason Condition or end of the cure period, whichever is later. View More

Good Reason. For purposes of this Agreement, "Good Reason" means the occurrence of any of the following, without Executive's express written consent: (i) A material reduction in Executive's authority, duties or responsibilities; (ii) A material reduction in Executive's base compensation; (iii) A material change in the geographic location at which Executive must perform his services; provided that in no instance will the relocation of Executive to a facility or a location of fifty (50) miles or less from... Executive's then current office location be deemed material for purposes of this Agreement; (iv) failure of the Company to obtain the assumption of this Agreement by any successor to the Company; or (v) any material breach or material violation of a material provision of this Agreement by the Company (or any successor to the Company). A termination of employment shall not be considered for "Good Reason" unless Executive provides written notice of the initial occurrence of one of the foregoing events to the Company within ninety (90) days thereafter, and provides the Company thirty (30) days to cure, and then terminates employment within six (6) months following such initial occurrence. View More

Good Reason. Good Reason as defined in the Employment Agreement.

Good Reason. Shall have the meaning set forth under an applicable employment agreement between the Participant and the Company or an Affiliate of the Company, provided that if no such definition is applicable, such term shall mean (i) a material diminution of the Participant's base salary or annual target bonus opportunity; (ii) a material reduction in the Participant's authority, duties or responsibilities; (iii) Participant being required to relocate his principal place of employment with the Company or... an Affiliate more than 50 miles from his principal place of employment as of immediately prior to a Change in Control, it being understood that any requirement that Participant travel frequently and spend prolonged periods away from Participant's principal residence shall not constitute Good Reason; or (iv) failure of any successor to the Company following a Change in Control to assume this Award Agreement and the obligations hereunder. A termination of employment by the Participant shall not be deemed to be for Good Reason unless (A) Participant gives the Company written notice describing the event or events which are the basis for such termination within sixty (60) days after the event or events occur, (B) such grounds for termination (if susceptible to correction) are not corrected by the Company within thirty (30) days of the Company's receipt of such notice ('Correction Period'), and (C) Participant terminates his employment no later than thirty (30) days following the Correction Period. View More

Good Reason. Means (i) a material diminution of Executive's Base Salary, Target Bonus, grants of Retail/Non-Core, Lodging or Student Housing Share Units as set forth in Section 2(c) (other than adjustments described in Section 2(c)(i), Section 2(c)(ii)(A)(II), 2(c)(ii)(B)(II) or 2(c)(ii)(C)(II) of this Agreement) or other annual incentive compensation opportunities; (ii) a material reduction in Executive's authority, duties or responsibilities; provided, however, that dispositions or transfers of assets... between the Company and one or more Affiliates that are contemplated by the Board as of the execution of this Agreement shall not be considered a reduction in Executive's authority, duties or responsibility for purposes of this clause (ii); (iii) a requirement that Executive report to anyone other than the Board; (iv) Executive being required to relocate his principal place of employment with the Company more than fifty (50) miles from his principal place of employment as of the date of this Agreement, it being understood that Executive may be required to travel frequently in connection with his position as set forth herein and that prolonged periods away from Executive's principal residence shall not constitute Good Reason; or (v) failure of any successor to the Company following a Change in Control of the Retail/Non-Core Business, as defined in Section 11(d) of this Agreement, to assume this Agreement and the obligations hereunder. A termination of employment by Executive shall not be deemed to be for Good Reason unless (A) Executive gives the Company written notice describing the event or events which are the basis for such termination within sixty (60) calendar days after the event or events occur, (B) such grounds for termination (if susceptible to correction) are not corrected by the Company within thirty (30) calendar days of the Company's receipt of such notice ("Correction Period"), and (C) Executive terminates his employment no later than thirty (30) calendar days following the Correction Period. View More

Good Reason. Will mean Executive's voluntary termination of employment with the Company within ninety (90) days following the expiration of any Company cure period (discussed below), following one or more of the following events occurring without Executive's prior written consent: (i) a material reduction of Executive's duties, authority, or responsibilities, relative to Executive's duties, authority, or responsibilities as in effect immediately prior to such reduction; provided, however, that if,... following a Change in Control, Executive remains in the same function in a division or subsidiary of the acquirer comprising substantially all of the Company's business, that shall not in and of itself constitute Good Reason; (ii) a material reduction by the Company in Executive's base salary, as in-effect immediately prior to such reduction, other than as agreed to by you in writing or in connection with a similar reduction for all similarly-situated executives of the Company; (iii) a material reduction by the Company in Executive's annual target bonus as a percentage of Executive's base salary, as in-effect immediately prior to such reduction, other than in connection with a similar reduction for all similarly-situated executives of the Company; -10- (iv) relocation of Executive's principal place of work to a location that is more than thirty (30) miles from Executive's principal place of work immediately prior to such relocation; or (v) the failure of the Company to obtain assumption of this Agreement by any successor as provided in Section 9, below. Executive may not resign for Good Reason without first providing the Company with written notice within ninety (90) days of the Executive being aware of the initial existence of the condition that he or she believes constitutes Good Reason, and within two (2) years of the initial existence of such condition, specifically identifying in such writing the acts or omissions constituting the grounds for Good Reason and providing in such writing a reasonable cure period of not less than thirty (30) days following the date of such written notice, during which such grounds must not have been cured. For purposes of the "Good Reason" definition, the term "Company" will be interpreted to include any subsidiary, parent, affiliate or successor thereto, if applicable. View More

Good Reason. Shall mean the Employee's voluntary resignation from all positions he then holds with the Company, effective within ninety (90) days after the occurrence of the failure of the Company to obtain the assumption, in all material respects, of this Agreement by any successors to the Company; provided, however, that the Employee must provide written notice to the Company of the existence of one of the conditions described above within sixty (60) days after its initial existence, and the Company must... be provided with a period of thirty (30) days during which it may cure the circumstances giving rise to the condition (in which case, no right to resign for Good Reason shall exist). An isolated, insubstantial and inadvertent action taken in good faith and which is remedied by the Company promptly after receipt of notice thereof given by Employee shall not give rise to Good Reason. View More

Good Reason. Without Executive's consent, (i) a material diminution in Executive's title, duties, reporting relationships or responsibilities as set forth in Section 3 hereof, including, without limitation, the failure of Executive to be renominated to the Board or to be nominated or named to the board of directors of any entity that acquires control of more than 50% of the total combined voting power of the Company's securities outstanding immediately after such acquisition, or, if such entity is a... subsidiary of another entity, the ultimate parent of such subsidiary; provided, however, that the Company's appointment and/or election of a non-executive Chairman shall not in of itself constitute Good Reason, (ii) a reduction in Base Salary set forth in Section 4(a) hereof, Annual Bonus opportunity set forth in Section 4(b) hereof, or long-term incentive grant opportunity set forth in Section 4(c)(ii) hereof, in each case, other than pursuant to an across-the-board reduction applicable on a proportional basis to all similarly situated executives that does not exceed 10% of the applicable compensation element, (iii) the relocation of Executive's principal place of employment (as provided in Section 3(c) hereof), (iv) the failure of the Company's successor to assume this Agreement (whether explicitly or by operation of law), or (v) any other material breach of a provision of this Agreement by the Company (other than a provision that is covered by clause (i) – (iv) above). Executive acknowledges and agrees that Executive's exclusive remedy in the event of any breach of this Agreement shall be to assert Good Reason pursuant to the terms and conditions of Section 8(e) hereof. Notwithstanding the foregoing, during the Term, in the event that the Board reasonably believes that Executive may have engaged in conduct that could constitute Cause hereunder, the Board may, in its sole and absolute discretion, suspend Executive from performing Executive's duties hereunder, and in no event shall any such suspension constitute an event pursuant to which Executive may terminate employment with Good Reason or otherwise constitute a breach hereunder; provided, that no such suspension shall alter the Company's obligations under this Agreement during such period of suspension. View More

Good Reason. (c) "Good Reason" shall mean one or more of the following without the Holder's written consent: (i) a material diminution of the Holder's base salary; (ii) a material diminution in the Holder's authority, duties or responsibilities; (iii) the Holder no longer reports directly to the Board of Directors of the Corporation; (iv) the relocation of the Holder's principal office to a location outside a thirty (30) mile radius from the Corporation's present Chantilly, Virginia location or (v) any... other action or inaction that constitutes a material breach of the terms of the Holder's employment agreement with the Corporation, provided, however, that none of the events described herein will constitute good reason unless the Holder has first provided written notice to the Corporation of the occurrence of the applicable event(s) within ninety (90) days of the initial existence of such event and the Corporation fails to cure such event within thirty (30) days after its receipt of such written notice and, if uncured, the termination is effective as of the end of such cure period. View More

Good Reason. Such meaning as determined by the Administrator and set forth in the applicable Award Agreement. Unless otherwise expressly provided in the applicable Award Agreement, the determination of Good Reason with respect to an Award shall be made by the Administrator in its sole discretion