Good Reason

Good Reason. The occurrence of any of the following: (i) a breach of this Agreement by Company (including without limitation any of the indemnification provisions); (ii) a material reduction in Executive's Base Salary or Annual Bonus, (iii) a material change in the geographic location where Executive must perform services; or (iv) Executive has a material reduction in position, status, duties or responsibilities, or is assigned duties materially inconsistent with his position (including without limitation... if the Company appoints an executive chair of the Board of Directors unless approved by Executive or Executive ceases to be the CEO of a public company which is the ultimate parent of the Company). If Executive wishes to terminate his employment for Good Reason, he shall first give Company thirty (30) days prior written notice of the circumstances constituting Good Reason and an opportunity to cure, and such notice must be given to Company within 30 days of Executive becoming aware of such circumstances View More

Good Reason. Following the Start Date, and unless otherwise consented to in writing by the Executive, (a) a material diminution in the Executive's Base Salary or target Annual Bonus opportunity (other than an across-the-board reduction of not more than 10% that impacts all similarly situated senior executives of the Company equally); (b) any material diminution in the Executive's position, authority or responsibilities set forth herein; (c) the Board's failure to make the Initial Equity Grant within 120... days following the Start Date; (d) the Company's material breach of this Agreement or any other material agreement with the Executive; or (e) upon a Change in Control, a successor to the Company failing to expressly assume this Agreement. Notwithstanding the foregoing, a resignation will only qualify as being for "Good Reason" if, within 60 days following the initial existence of a condition listed above (or, if later, the time at which the Executive knew or reasonably should have known of its existence), the Executive provides notice to the Company of the existence of a supposedly qualifying condition and the related circumstances that cause it to qualify, and within 30 days after such notice, the Company does not remedy the condition and, within 60 days following the Company's failure to remedy the condition, the Executive actually resigns from employment with the Company View More

Good Reason. Termination by the Executive of his employment for "Good Reason" shall mean a termination by the Executive of his employment upon the occurrence of one of the following events or conditions without the consent of the Executive: (i) A material reduction in the Executive's authority, duties or responsibilities; (ii) A material reduction in the authority, duties or responsibilities of the Executive, including any requirement that the Executive is required to report to any person or entity other... than the Executive Chairman and the Board; (iii) A material reduction in the budget over which the Executive retains authority; (iv) Any material reduction in the Executive's Annual Base Salary (as defined below) or material adverse change in the terms or basis by which the Executive's Annual Performance Award is calculated as of the Effective Date, including a suspension, discontinuation or termination of such Annual Performance Award by the Board or any committee thereof; (v) A change in the location of the Executive's principal place of employment by the Company of more than 50 miles from the location at which he was principally employed; or (vi) Any material breach of this Agreement by the Company. Notwithstanding the foregoing, the Executive shall not be deemed to have terminated this Agreement for Good Reason unless: (i) the Executive terminates this Agreement no later than 2 years following the initial existence of the above referenced event or condition which is the basis for such termination (it being understood that each instance of any such event shall constitute a separate basis for such termination and a separate event or condition occurring on the date of such instance for purposes of calculating the 2-year period); and (ii) the Executive provides to the Company a written notice of the existence of the above referenced event or condition which is the basis for the termination within 90 days following the initial existence of such event or condition, and the Company fails to remedy such event or condition within 30 days following the receipt of such notice. View More

Good Reason. Means, without Executive's written consent: (i) any material diminution in Executive's authorities, duties, titles, or responsibilities with the Company or successor company; (ii) any material reduction of Executive's benefits, unless such reduction is in connection with a general reduction of benefits across the Company or successor company; (iii) any reduction in Executive's compensation, including but not limited to a reduction in Executive's potential Target Bonus, unless such reduction is... in connection with a general reduction of compensation across the Company or successor company; (iv) any change in Executive's direct reporting line to the CEO of the parent company or successor parent company; (v) relocation of Executive's Principal Place of Business outside of a 30 mile radius without the express written consent of Executive, or (vi) any failure to pay timely and completely any Base Salary or Target Bonus owed to Executive for work performed for the benefit and on behalf of the Company. View More

Good Reason. Shall mean any of the events described herein that occur without Executive's prior written consent: (A) any reduction in Executive's Annual Base Salary or Target Bonus; (B) any failure to pay or provide Executive's compensation hereunder when due; (C) any material breach by the Company of a term hereof; (D) a transfer or reassignment to another executive of material responsibilities that have been assigned to Executive and generally are part of the responsibilities and functions assigned to a... President and Chief Operating Officer of a public corporation; (E) any change in reporting structure such that Executive no longer reports directly to the Chief Executive Officer; (F) any change in Executive's titles or positions or appointment of another individual to the same or similar titles or positions; (G) any other diminution in the authorities, duties or responsibilities as provided in Section 3 hereof (in each case "(A)" through "(G)" only if Executive objects in writing within ninety (90) calendar days after first becoming aware of such events and unless Company retracts and/or rectifies the claimed Good Reason within 30 calendar days following Company's receipt of timely written objection from Executive); or (H) the failure of a successor to the business of the Company to assume the Company's obligations under this Agreement in the event of a Change of Control during the Term. Notwithstanding the foregoing, the transition to Vice Chairman as provided in Section 3(a) of this Agreement shall not result in a "Good Reason." View More

Good Reason. Shall mean the occurrence of any of the following events:(i) any material adverse change in the Executive's job titles, duties, responsibilities, perquisites granted hereunder, or authority without his consent, including, without limitation, (x) no longer solely reporting directly to the Board, (y) on or following a Change of Control, the failure of the Executive to hold the same position in the successor entity (including its ultimate parent) as he held immediately prior to the Change of... Control in the Company and/or the Partnership, or (z) upon the date a new Chief Executive Officer commences employment in such position, the failure of the Board to appoint the Executive to serve as Executive Chairman of the Board and as Executive Chairman (or a comparable position) of the Partnership, or after such appointment, removal by the Board from any such position;(ii) if the principal duties of the Executive are required to be performed at a location other than the locations described in Section 5 without his consent;(iii) a material breach of this Agreement by the Partnership or the Company, including without limitation, the failure to pay compensation or benefits when due hereunder or a material breach by the Company or the Partnership of any of its obligations under Section 12 below; or(iv) on or following a Change of Control, the failure of the Executive to be a member of the board of directors (or similar governing body) of the successor entity (including its ultimate 2 parent); provided that if the successor entity's (or its ultimate parent's) stock is publicly traded such entity shall be deemed not to have failed for the Executive to be a member of its board of directors (or similar governing body) if the Executive is appointed as a member of its board of director (or similar governing body) as of the date the Change of Control closes and, upon expiration of his term as a board member, such entity nominates the Executive to such entity's board of directors (or similar governing body) for election by its shareholders.The Executive must provide to the Company written notice of his resignation (in accordance with clauses (i) and (ii) of Section 7(g)) on or within fifteen (15) days following the occurrence of the event or events constituting Good Reason and the Company shall have a period of thirty (30) days following its receipt of such notice (the "Cure Period") in which to cure such event or events. If the Company does not cure the event or events constituting the basis for Good Reason by the end of the Cure Period, the Executive may resign from employment within fifteen (15) days immediately following the last day of the Cure Period. A resignation or other voluntary termination of employment by the Executive that does not comply with the requirements of this Section 1(i) shall not constitute termination for Good Reason View More

Good Reason. For termination by Executive of Executive's employment means the occurrence (without Executive's express written consent) of any one of the following acts by the Employer or failures by Employer to act: (i) the assignment to Executive of any duties inconsistent in any material respect with those of the office to which Executive is assigned pursuant to Section 2 hereof (including status, office, title and reporting requirements), or any other diminution in any material respect in such position,... authority, duties or responsibilities unless agreed to by Executive; (ii) a reduction in Base Salary; (iii) a reduction in Executive's welfare benefits plans, qualified retirement plan, or paid time off benefit, other than a reduction as a result of a general change in any such plan; or (iv) any purported termination of Executive's employment under this Agreement by the Employer other than for Cause, death or Disability. Prior to Executive's right to terminate this Agreement, he shall give written notice to the Employer of his intention to terminate his employment on account of Good Reason. Such notice shall state in detail the particular act or acts of the failure or failures to act that constitute the grounds on which Executive's Good Reason termination is based and such notice shall be given within six (6) months of the occurrence of the act or acts or the failure or failures to act which constitute the grounds for Good Reason. The Employer shall have thirty (30) days upon receipt of the notice in which to cure such conduct, to the extent such cure is possible and reasonable. View More

Good Reason. Shall mean any one of the following, that occurs without Executive's written consent: (i) a material diminution in Executive's authority, duties, responsibilities or reporting structure; (ii) a material diminution in Executive's annual base compensation opportunity (i.e., base salary and target bonus percentage); or (iii) relocation of the Executive's principal workplace with the Company by greater than fifty (50) miles from New York, NY; provided that no Good Reason will have occurred unless... and until (A) Executive has provided the Company written notice within ninety (90) days following the initial occurrence of any such event or condition, (B) the Company fails to cure such event within thirty (30) days thereafter; and (C) Executive terminates his employment for Good Reason within thirty (30) days following the end of such cure period. View More

Good Reason. Employee's termination of employment within ninety (90) days following the expiration of any cure period (as discussed below) following the occurrence of one or more of the following, without the Employee's written consent, (i) a material reduction by the Company in the Employee's base compensation as in effect immediately prior to such reduction, except where a substantially equivalent percentage reduction in base salary is applied to all other officers of the Company; (ii) a material, adverse... reduction in the Employee's authority, responsibilities or duties, as measured against the Employee's authority, responsibilities or duties immediately prior to such change; or (iii) a material change in the geographic location at which the Employee must perform services (that is, the relocation of the Employee's place of work to a facility or a location more than fifty (50) miles from the Employee's then-present work location), but only if such relocation results in an increased one-way commute of at least fifty (50) miles based on the Employee's primary residence at the time such relocation is announced. The Employee will not resign for Good Reason without first providing the Company with written notice within ninety (90) days of notice of the event that the Employee believes constitutes "Good Reason" specifically identifying the acts or omissions constituting the grounds for Good Reason and a reasonable cure period of not less than thirty (30) days following the date of such notice. View More

Good Reason. Means the occurrence, without the consent of Executive, of either of the following events: (i) any material diminution of, or modification to, Executive's title, duties, responsibilities, authorities, or terms of employment set forth in Section 3 or (ii) any breach by the Company of any of its material obligations to Executive. Prior to resigning for Good Reason, Executive shall give written notice to the Company of the facts and circumstances claimed to provide a basis for such resignation not... more than sixty (60) days following Executive's knowledge of such facts and circumstances, and the Company shall have ten (10) business days after receipt of such notice to cure (and if so cured, Executive shall not be permitted to resign for Good Reason in respect thereof) and Executive shall resign within ten (10) business days following the Company's failure to cure. View More