Good Reason

Good Reason. The Executive's termination of the Executive's employment with the Company if there should occur any of the following without the Executive's written consent: (a) a material, adverse change in the Executive's duties or responsibilities with the Company, including his removal from the position of Chief Operating Officer; (b) a reduction in the Executive's Base Salary by more than 10%; (c) a relocation of the Executive's primary work site to a location outside a 50-mile radius of the Executive's... current primary work site; or (d) the material breach by the Company of this Agreement; provided, however, that, in each case, the Executive must (i) first provide written notice to the Company of the existence of the Good Reason condition within 90 days of the initial existence of such event specifying the basis for the Executive's belief that the Executive is entitled to terminate the Executive's employment for Good Reason, (ii) give the Company an opportunity to cure any of the foregoing within 30 days following delivery to the Company of such written notice, and (iii) actually resign the Executive's employment within 30 days following the expiration of the Company's 30-day cure period View More

Good Reason. Means any of the following conditions arising without the consent of Participant, provided that Participant has first given written notice to the Company of the existence of the condition within 90 days of its first occurrence, and the Company has failed to remedy the condition within 30 days thereafter: (1) a material diminution in the Participant's base salary; (2) a material diminution in the Participant's authority, duties, or responsibilities; (3) relocation of Participant's principal... office more than 50 miles from its current location; or (4) any other action or inaction that constitutes a material breach by the Company of any terms or conditions of any agreement between the Company and the Participant, which breach has not been caused by Participant. View More

Good Reason. (i) a material diminution in Executive's title, duties or responsibilities, without his prior written consent, (ii) subject to Section 5(a) a material diminution of Executive's Annual Base Salary, without his prior written consent, (iii) material failure by the Company to make available to Executive compensation plans, employee pension plans, and employee welfare plans and other benefits and perquisites that provide opportunities to receive 7 overall compensation and benefits and perquisites at... least equal to the opportunities for overall compensation and benefits and perquisites that were available to Executive immediately prior to the action by the Company constituting such failure, (iv) the Company requires Executive, without his prior written consent, to be based at any office or location that requires a relocation greater than 50 miles from Westlake, Ohio, or (v) any material breach of this Agreement by the Company, which breach has not been cured in all material respects within thirty (30) days after Executive gives written notice thereof; provided, however, that for purposes of a Change in Control, "Good Reason" shall have the meaning set forth in the Change-in-Control Retention Agreement View More

Good Reason. Without your consent, any of the following actions: (i) the assignment to you of any duties or responsibilities that results in a material diminution in your function as in effect immediately prior to the effective date of the Change in Control; (ii) a reduction of greater than 10% in your annual base salary as in effect on the effective date of the Change in Control; provided, however, that Good Reason shall not be deemed to have occurred in the event of a reduction in your annual base salary... that is pursuant to a salary reduction program affecting substantially all of the employees of the Company and that does not adversely affect you to a greater extent than other similarly situated employees; or (iii) a relocation of your primary business office to a location more than 30 miles from the location of your primary business office as of the effective date of the Change in Control, except for required travel by you on the Company's business to an extent substantially consistent with 10 your business travel obligations prior to the effective date of the Change in Control, provided that, with respect to each of the reasons set forth above, (1) you provide the Company with written notice of your intention to terminate your employment for Good Reason within ninety (90) calendar days after the occurrence of the event that you believe would constitute Good Reason and (2) you provide the Company with a period of at least thirty (30) calendar days (the 'Company Cure Period') following receipt of such notice from you in which to cure the event giving rise to such Good Reason termination, and (3) your resignation is effective within ten (10) calendar 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 set forth in subclauses (i) through (iii). View More

Good Reason. Good Reason means any of the following acts by the Company, without the consent of Employee (in each case, other than an isolated, insubstantial and inadvertent action not taken in bad faith and which is remedied by the Company promptly after receipt of notice thereof given by Employee): (i) a reduction by the Company in Employee's base salary; (ii) a direct or indirect material reduction by the Company in Employee's aggregate annual and long-term incentive compensation opportunities, such as... through a reduction in target or maximum award opportunities, a change in the performance goals or formulas for earning awards resulting in a material increase in the degree of difficulty of achieving target performance, or similar changes; (iii) a material reduction in Employee's position, duties and responsibilities, assignment to duties inconsistent with such position or material adverse change in reporting relationships, (iv) with respect to an employee who is stationed at the Company's headquarters in Charlotte, North Carolina, or in Matthews, North Carolina, the Company requiring Employee, without his or her consent, to be based at any office or location more than 35 miles from the location at which Employee was stationed immediately prior to a Change in Control, or (v) the continuing material breach by the Company of any employment agreement between Employee and the Company after the expiration of any applicable period for cure. View More

Good Reason. (i) the assignment to the Executive within the Protection Period of any duties materially inconsistent with the Executive's position (including status, offices, titles, and reporting requirements, authority, duties or responsibilities), or any other action that results in a material diminution in such position, authority, duties, or responsibilities; (ii) a material reduction by the Company in the Executive's base salary in effect immediately before the beginning of the Protection Period or as... increased from time to time after the beginning of the Protection Period; (iii) a material reduction by the Company in the Executive's annual bonus opportunity or in the target level for such bonus or in the level of the Executive's long term equity incentive, as compared to such opportunity or level in effect immediately before the beginning of the Protection Period; (iv) a failure by the Company to maintain health benefit plans available to the Executive and the Executive's family that provide benefits at least as beneficial as those provided under the plans in which the Executive participated immediately before the beginning of the Protection Period, or any action taken by the Company that would adversely affect the Executive's participation in such plans, which failure or action reduces the value to the Executive of such health benefit plans to the extent that the reduction in value, if measured as a portion of the Executive's base salary, would be material, provided the Company does not increase the Executive's base salary to make up for such reduction in value to the Executive; (v) a material diminution during the Protection Period in any budget over which the Executive retains authority; (vi) the Company's requiring the Executive, without the Executive's written consent, to be based at any office or location materially distant from the Executive's office location immediately before the beginning of the Protection Period, except for travel reasonably required in the performance of the Executive's responsibilities; (vii) any purported termination by the Company of the Executive's employment for Cause otherwise than as referred to in Section 0 of this Agreement; or (viii) any failure by the Company to obtain the assumption of the obligations contained in this Agreement by any successor as contemplated by Section 10(b) of this Agreement, provided, however, that Good Reason shall not exist unless the Executive gives notice to the Company of the existence of a condition described in paragraph (i), (ii), (iii), (iv), (v), (vii), or (viii) within 90 days of the initial existence of the condition, and the Company does not remedy the condition within 30 days of receipt of notice from the Executive. The intent of the use of the terms "materially" and "material" to qualify the conditions described in clauses (i) through (vi) above is to assure that a termination for Good Reason shall be considered for purposes of the regulations under section 409A of the Code as an involuntary separation from service; the terms materially and material shall be construed accordingly, and without requiring any greater negative change to the aspect of the Executive's employment described in the relevant clause above than would be required to fulfill the intent of the use of the terms materially and material as described in this sentence. View More

Good Reason. (i) any action by the Company which results in a material adverse change in Executive's position, title, reporting relationship, authority, duties or responsibilities as in effect immediately prior to the Change in Control; provided, however, that a sale or transfer of less than all or substantially all of the business of the Company or any of its subsidiaries or other reduction of less than all or substantially all of its business or that of its subsidiaries, or the fact that the Company has... become a subsidiary of another company or that the securities of the Company are no longer publicly traded, shall not be taken into account when determining whether a material adverse change in Executive's authority, duties or responsibilities has occurred; (ii) any reduction in Executive's rate of annual base salary for any fiscal year to less than the greater of 100% of the rate of annual base salary payable to him or her in the completed fiscal year immediately preceding the Change in Control or 100% of the rate at which annual base salary was payable to Executive immediately prior to such reduction, (iii) any adverse change in Executive's annual bonus opportunity, taking into account both the maximum earnable bonus and the targets on which the bonus is based, (iv) the failure to provide Executive participation in an incentive plan tied to the long-term growth in the value of the Company, which plan, whether equity- or cash-based, provided Executive with a comparable financial opportunity to that provided to Executive under the Company's equity-based plan immediately prior to the Change in Control, but excluding an isolated, insubstantial and inadvertent reduction of annual base salary or annual bonus opportunity which is not taken in bad faith and which is remedied by the Employer within five (5) business days after receipt of notice thereof given by Executive; (v) any failure of the Company to continue or cause to be continued in effect any retirement, life, medical, dental, disability, accidental death or travel insurance plan in which Executive was participating immediately prior to the Change in Control unless the Company provides Executive with a plan or plans that provide at least substantially equivalent benefits (as to extent of coverage and as to employee cost), or the taking of any action by the Employer that would adversely effect Executive's participation in or materially reduce Executive's benefits under any such plan or deprive Executive of any material fringe benefit or perquisite enjoyed by Executive immediately prior to the Change in Control, other than an isolated, insubstantial and inadvertent failure not in bad faith and which is remedied by the Employer within five (5) business days after receipt of notice thereof given by Executive; or (vi) the Company requires Executive to be based at any office or location that is more than twenty-five (25) miles distant from Executive's base office or work location immediately prior to the Change in Control, except if such new location is closer to Executive's residence at the time such requirement is imposed View More

Good Reason. (i) a material diminution of duties, responsibilities or authority or a material adverse change in the scope of authority, as measured from your first role with the Company on the Grant Date (ii) a reduction in base salary or annual target cash incentive opportunity, or (iii) a change from the work location specified in your employment agreement with the Company that was not mutually agreed upon in writing by you and the Company, provided, however, that (A) you do not consent in writing to such... event, (B) you give written notice to the Company within 60 days of the date on which you first receive notice of the circumstances giving rise to the event, (C) the Company has not remedied the matter within 30 days, and (D) if the matter is not remedied, you actually separate from service. View More

Good Reason. (i) demotion or diminution of duties, responsibilities and status, (ii) a material reduction in base salary and annual incentive opportunities, or (iii) assignment to a position requiring relocation of more than 50 miles from your primary workplace.

Good Reason. Shall mean the occurrence of one or more of the following without the consent of the Participant: (i) a material reduction in the Participant's base salary or incentive compensation opportunity (other than a general reduction that affects all similarly situated employees equally), (ii) a material reduction of Participant's duties and responsibilities or an adverse change in Participant's title, or (iii) a transfer of Participant's primary workplace by more than thirty-five (35) miles from the... location of Participant's current primary workplace; provided that the Participant shall first have given the General Partner written notice that an event or condition constituting Good Reason has occurred and specifying in reasonable detail the circumstances constituting such Good Reason within thirty (30) days after such occurrence, and the General Partner shall have a period of thirty (30) days after receiving such written notice to effectively cure or remedy such occurrence; and provided, further, that in the case of a Participant who has an employment agreement with the General Partner, the Partnership or any of their Affiliates in which "Good Reason" is defined, "Good Reason" shall be determined in accordance with such definition. Notwithstanding the foregoing, however, in any circumstance or transaction in which compensation resulting from or in respect of an Award would be subject to the income tax under Section 409A if the foregoing definition of "Good Reason" were to apply, but would not be so subject if the term "Good Reason" were defined herein to mean a "good reason" within the meaning of Treasury Regulation section 1.409A-1(n)(2), then "Good Reason" means, but only to the extent necessary to prevent such compensation from becoming subject to the income tax under Section 409A, a transaction or circumstance that satisfies the requirements of both (1) Good Reason in the immediately preceding sentence, and (2) "good reason" within the meaning of Treasury Regulation section 1.409A-1(n)(2). View More