Good Reason

Good Reason. The occurrence of any of the following conditions without Executive's consent, but only if such condition is reported by the Executive within 90 days of Executive's knowledge of such condition and remains uncured 30 days after written notice from Executive to the Board of said condition: a material reduction in Executive's then-current base salary or annual target bonus (expressed as a percentage of Executive's then-current base salary), except for a reduction proportionate to reductions... concurrently imposed on all other members of the Company's executive management; a material reduction in Executive's then-current employee benefits package, taken as a whole, except for a reduction proportionate to reductions concurrently imposed on all other members of the Company's executive management; a material reduction in Executive's responsibilities with respect to the Company's overall operations, such that continuity of responsibilities with respect to business operations existing prior to a corporate transaction will serve as a material reduction in responsibilities if such business operations represent only a subsidiary or business unit of the larger Company after the corporate transaction; a material reduction in the responsibilities of the Executive's direct report, including a requirement for the Chief Executive Officer to report to another officer as opposed to the Company's Board or a requirement for an Executive Vice President or Senior Vice President to report to any officer other than the Company's Chief Executive Officer; a material breach by the Company of any material provision of Executive's employment agreement; a requirement that Executive relocate Executive's Company office to a location more than 35 miles from Executive's then-current Company office location, unless such office relocation results in the distance between the new office and Executive's home being closer or equal to the distance between the prior office and Executive's home; a failure of a successor or transferee to assume the Company's obligations under this Policy; or a failure to nominate Executive for election as a Board director if at the proper time for nomination, the Executive is a Board member View More

Good Reason. (i) a material reduction by the Company of the Participant's Base Salary (as defined in the Employment Agreement) or target bonus opportunity as a percentage of Base Salary, without the Participant's consent; (ii) a material breach by the Company of the Employment Agreement that is not cured within thirty (30) days of written notice by the Participant to the Chairman of the Board (which shall include removal of the Participant as of the Company or the failure of the Company to have the... Participant report directly and solely to the Board); (iii) without the Participant's consent, the Company relocates its principal executive offices, or requires the Participant to have his principal work location change which results in the Participant's principal work location being changed to a location in excess of fifty (50) miles from the location of the Company's principal executive offices on the Effective Date (as defined in the Employment Agreement); or (iv) a successor to all or substantially all of the Company's assets fails to assume the Employment Agreement, either contractually or by operation of law. The foregoing events shall not constitute Good Reason unless the Participant delivers to the Company a written notice of termination for Good Reason specifying the alleged Good Reason within ninety (90) days after the Participant first learns of the existence of the circumstances giving rise to Good Reason; within thirty (30) days following delivery of such notice, the Company has failed to cure the circumstances giving rise to Good Reason; and the Participant resigns within sixty (60) days after the end of the cure period. View More

Good Reason. Any one or more of the following (i) a material diminution in the nature and scope of the Participant's responsibilities, duties or authority (for the avoidance of doubt, any diminution of the business of the Company due to economic, industry or market conditions shall not constitute Good Reason); (ii) a material diminution by the Company in the Participant's current base salary and/or annual bonus potential , other than as part of an across-the-board reduction that results in a proportional... reduction to the Participant substantially equivalent to that of other senior executives that are designated at the same level of participation as the Participant hereunder and that does not occur during a Change of Control Protection Period; (iii) any requirement by the Company or its Affiliates that the Participant take any action or omit to take any action, which if taken or omitted to be taken would violate applicable law; or (iv) an actual relocation of the Participant's principal office to another location more than fifty (50) miles from the Participant's current office location and such office relocation results in an increase in the Participant's length of commute; provided that no finding of Good Reason shall be effective unless and until the Participant has provided the Company, within sixty (60) calendar days of the date when the Participant became aware, or should have become aware, of the facts and circumstances underlying the finding of Good Reason, with written notice thereof stating with specificity all of the facts and circumstances underlying the finding of Good Reason and that the Participant intends to terminate his or her employment for Good Reason no later than the sixtieth (60th) day following the delivery of such notice to the Company and, if the basis for such finding of Good Reason is capable of being cured by the Company, providing the Company with an opportunity to cure the same within thirty (30) calendar days after receipt of such notice. View More

Good Reason. (a) any material reduction in the amount or type of compensation paid to the Executive or material reduction in benefits inconsistent with benefit reductions taken by other members of Company's senior management, both as described in this Agreement; (b) the Board requests Executive to engage in actions that would constitute illegal or unethical acts; or (c) any material breach of any contract entered into between the Executive and the Company or an affiliate of the Company, including this... Agreement, which is not remedied by Company within 30 days after receipt of notice thereof given by the Executive View More

Good Reason. Means Employee's resignation within thirty (30) days following the expiration of any Company cure period (discussed below) following the occurrence of one or more of the following, without Employee's express written consent: (i) a material reduction by the Company of Employee's base salary in effect immediately prior to such reduction (other than a one-time reduction that is equal to or less than fifteen percent (15%) of Employee's base salary that also applies to substantially all of the... similarly situated employees of the Company); (ii) [for the Chief Financial Officer and Chief Legal Officer: a material reduction of Employee's duties or responsibilities relative to Employee's duties or responsibilities in effect immediately prior to such reduction] [for other executives: a material reduction of Employee's duties or responsibilities relative to Employee's duties or responsibilities in effect immediately prior to such reduction; provided that "Good Reason" shall not exist under this Section 6(e)(ii) if following a Change of Control the Employee is employed by the Company with substantially the same responsibilities with respect to the Company's business that he or she had immediately prior to the Change of Control regardless of whether his or her title is revised to reflect his or her placement within the overall corporate hierarchy or whether, following such Change of Control, he or she provides services to a subsidiary, affiliate, business unit or otherwise of the Company or its ultimate parent entity]; or (iii) Employee's relocation at the Company's direction to a facility or location more than thirty-five (35) miles from Employee's then present location of providing services. Employee's resignation will not be deemed to be for Good Reason unless Employee has first provided the Company with written notice of the acts or omissions constituting the grounds for "Good Reason" within one hundred twenty (120) days of the initial existence of the grounds for "Good Reason" and a reasonable cure period of not less than thirty (30) days following the date the Company receives such notice, and such condition has not been cured during such period. View More

Good Reason. The occurrence, within the term of this Agreement, of any of the following without the Executive's express written consent: (i) after a Change in Control, any material reduction in the Executive's base salary from that which was in effect immediately prior to the Change in Control, any material reduction in the Executive's annual cash bonus below such bonus paid or payable in respect of the calendar year immediately prior to the year in which the Change in Control occurs, or any material... reduction in the Executive's aggregate annual cash compensation (including base salary and bonus) from that which was in effect immediately prior to the Change in Control, unless such a reduction is imposed across-the-board to senior management of the Company; 2 (ii) any material and adverse diminution in the Executives' duties, responsibilities, status, position or authority with the Company or any of its affiliates following a Change in Control; provided, however, that no such diminution shall be deemed to exist solely because of changes in the Executive's duties, responsibilities or titles as a consequence of the Company ceasing to be a company with publicly-traded securities or becoming a wholly-owned subsidiary of another company; (iii) any relocation of the Executive's primary workplace to a location that is more than fifty (50) miles from the Executive's primary workplace as of the date immediately prior to the Change in Control; (iv) any other action or inaction that constitutes a material breach by the Company or any successor or affiliate of its obligations to the Executive under any agreement pursuant to which the Executive provides services to the Company; or (v) any failure by the Company to obtain from any successor to the Company an agreement reasonably satisfactory to the Executive to assume and perform this Agreement, as contemplated by Section 14(a) hereof; provided that, notwithstanding the foregoing, the Executive may not resign his/her employment for Good Reason unless (x) the Executive provides the Company with at least thirty (30) days prior written notice of his/her intent to resign for Good Reason (which notice is provided not later than the sixtieth (60th) day following the occurrence of the event constituting Good Reason) and (y) the Company does not cure or resolve the behavior otherwise constituting Good Reason within such thirty (30) day period. Any such termination of the Executive's employment by the Executive with Good Reason following such thirty (30) day cure period must occur no later than the date that is six (6) months following the initial occurrence of one of the foregoing events or conditions without the Executive's written consent View More

Good Reason. The occurrence of any of the following events without Participant's consent: (i) a material reduction of Participant's Base Salary as in effect immediately prior to the reduction; (ii) a material reduction in Participant's authority, duties or responsibilities, provided however, following a Change in Control, a change in job title or reporting relationship without a reduction in Participant's Base Salary will not constitute Good Reason; (iii) relocation of the offices at which Participant is... required to work to a location that would increase Participant's one-way commute by more than 50 miles; provided that, within 30 days of the first occurrence of the event that Participant believes constitutes Good Reason, Participant notifies the Company in a writing of the event, the Company fails to correct the act or omission within 30 days after receiving Participant's written notice and Participant actually terminates his or her employment within 60 days after the date the Company receives Participant's notice View More

Good Reason. Without Executive's express written consent, the occurrence of any of the following events after a Change in Control: i. (A) Any change in the duties or responsibilities (including reporting responsibilities) of Executive that is inconsistent in any material and adverse respect with Executive's position(s), duties, responsibilities or status with the Company immediately prior to such Change in Control (including any material and adverse diminution of such duties or responsibilities); provided,... however, that Good Reason shall not be deemed to occur upon a change in duties or responsibilities (other than reporting responsibilities) that is solely and directly a result of the Company no longer being a publicly traded entity and does not involve any other event set forth in this paragraph or (B) a material and adverse change in Executive's titles or offices (including, if applicable, membership on the Board) with the Company as in effect immediately prior to such Change in Control; ii.a material reduction by the Company in Executive's rate of annual base salary or annual target bonus opportunity (including any material and adverse change in the 2 formula for such annual bonus target) as in effect immediately prior to such Change in Control or as the same may be increased from time to time thereafter; iii.any requirement of the Company that Executive (A) be based anywhere more than thirty-five (35) miles from the office where Executive is located at the time of the Change in Control, if such relocation increases Executive's commute by more than twenty (20) miles, or (B) travel on Company business to an extent substantially greater than the travel obligations of Executive immediately prior to such Change in Control; iv.the failure of the Company to (A) continue in effect any employee benefit plan, compensation plan, welfare benefit plan or material fringe benefit plan in which Executive is participating immediately prior to such Change in Control or the taking of any action by the Company which would adversely affect Executive's participation in or materially reduce Executive's benefits under any such plan, unless Executive is permitted to participate in other plans providing Executive with substantially equivalent benefits in the aggregate (at substantially equivalent cost with respect to welfare benefit plans), or (B) provide Executive with paid vacation in accordance with the most favorable vacation policies of the Company as in effect for Executive immediately prior to such Change in Control, including the crediting of all service for which Executive had been credited under such vacation policies prior to the Change in Control; v.any refusal by the Company to continue to permit Executive to engage in activities not directly related to the business of the Company which Executive was permitted to engage in prior to the Change in Control; vi.any purported termination of Executive's employment which is not effectuated pursuant to Section 4 (and which will not constitute a termination hereunder); or vii.the failure of the Company to obtain the assumption, (and, if applicable, guarantee) agreement from any successor (and, if applicable, Parent Corporation) as contemplated in Section 5.For purposes of this Agreement, "Good Reason" shall mean that the Executive has complied with the Good Reason Process (as defined below) following the occurrence of any of the events described in paragraphs (i) through (vii) above. "Good Reason Process" shall mean that: (A) the Executive reasonably determines in good faith that a "Good Reason" event has occurred; (B) the Executive notifies the Company in writing of the occurrence of the Good Reason event within 90 days of the occurrence of such event; (C) the Executive cooperates in good faith with the Company's efforts, for a period not less than 30 days following such notice, to modify the Executive's employment situation in a manner acceptable to the Executive and the Company; and (D) notwithstanding such efforts, one or more of the Good Reason events continues to exist and has not been modified in a manner acceptable to the Executive. If the Company cures the Good Reason event in a manner acceptable to the Executive during the 30-day period, Good Reason shall be deemed not to have occurred View More

Good Reason. Has the meaning ascribed to any such term in any employment agreement between the Participant and the Company, or if no such term is defined in such agreement, means (i) a material diminution in the Participant's duties, authority or responsibilities from those in effect immediately prior to a Change in Control; (ii) a material reduction in the Participant's base pay or target annual bonus opportunity in effect immediately prior to a Change in Control; or (iii) a relocation of the Participant's... principal place of employment to a location that is more than 50 miles from his or her place of employment immediately prior to a Change in Control, provided that a relocation from a principal place of employment that is not one of the Company's principal office locations to one of the Company's principal office locations shall not constitute "Good Reason". Notwithstanding the foregoing, any assertion by the Participant of a termination of employment for "Good Reason" shall not be effective unless all of the following conditions are satisfied: (i) the Participant provides written notice to the Company of the condition claimed to constitute Good Reason within 90 days of the initial existence of such condition and during the CIC Protection Period and (ii) the Company fails to remedy such condition within 30 days of receiving such written notice thereof; and provided, further, that in all events the termination of the Participant's employment with the Company shall not be treated as a termination for "Good Reason" unless such termination occurs not more than 12 months following the initial existence of the condition claimed to constitute "Good Reason." View More

Good Reason. With respect to such Covered Employee, any of the following conditions or actions taken by the Company without Cause and without such Covered Employee's consent: (i) a material breach by the Company of an agreement between such Covered Employee and the Company; (ii) the Company materially reduces such Covered Employee's base salary or the target percentage eligibility established for such Covered Employee's annual bonus, in either case 2 by 10%, other than any Company-wide reduction in... compensation of employees; (iii) the Company materially reduces such Covered Employee's duties, authority or responsibilities relative to such Covered Employee's duties, authority or responsibilities in effect immediately prior to such reduction provided, however, that the mere conversion of the Company to a subsidiary, division or unit of an acquiring entity in connection with a Change in Control, or a change in the Covered Employee's reporting relationships or title following a Change in Control, will not be deemed a material diminution in and of itself; or (iv) the Company relocates the facility that is such Covered Employee's principal place of business with the Company to a location more than fifty (50) miles from the immediately preceding location (excluding regular travel in the ordinary course of business); provided, further, that in each case above, in order for the Covered Employee's resignation to be deemed to have been for Good Reason, the Covered Employee must first give the Company written notice of the action or omission giving rise to "Good Reason" within thirty (30) days after the first occurrence thereof; the Company must fail to reasonably cure such action or omission within thirty (30) days after receipt of such notice (the "Cure Period"), and the Covered Employee's resignation must be effective not later than thirty (30) days after the expiration of such Cure Period. View More