Good Reason

Example Definitions of "Good Reason"
Good Reason. That, without the Executive's consent, one or more of the following events occurs: (i) the Executive's Base Salary is decreased unless such reduction is part of an across-the-board proportionate reduction in the salaries of the Company's senior management team; or (ii) the office to which the Executive is assigned is relocated to a place 35 or more miles away and such relocation is not at the Executive's request or with the Executive's prior agreement (and other than, for Executives assigned to... the Company's principal executive offices, in connection with a change in location of the Company's principal executive offices); provided that Good Reason shall not exist unless and until within 30 days after the event giving rise to Good Reason under either (i) or (ii) above has occurred, the Executive delivers a written termination notice to the Company stating that an event giving rise to Good Reason has occurred and identifying with reasonable detail the event that the Executive asserts constitutes Good Reason under either (i) or (ii) above and the Company fails or refuses to cure or eliminate the event giving rise to Good Reason on or within 30 days after receiving such notice. To avoid doubt, the termination of the Executive's employment would become effective at the close of business on the thirtieth day after the Company receives the Executive's termination notice, unless the Company cures or eliminates the event giving rise to Good Reason prior to such time View More
Found in Vertex Pharmaceuticals Inc contract
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Good Reason. That, without the Executive's consent, one or more of the following events occurs: (i) the Executive's duties are materially diminished to an extent that results in either (A) the Executive no longer being an officer, as such term is defined in Rule 16a-1(f) promulgated under the Securities Exchange Act of 1934; or (B) the Executive ceases to be a member of the executive management team of the Company; or(ii)the Executive's Base Salary is decreased unless such reduction is part of an... across-the-board proportionate reduction in the salaries of the Company's senior management team; or (ii) the or(iii)the office to which the Executive is assigned is relocated to a place 35 or more miles away and such relocation is not at the Executive's request or with the Executive's prior agreement (and other than, for Executives assigned to the Company's principal executive offices, in connection with a change in location of the Company's principal executive offices); provided offices);provided that Good Reason shall not exist unless and until within 30 days after the event giving rise to Good Reason under either (i) or (ii) above has occurred, the Executive delivers a written termination notice to the Company stating that an event giving rise to Good Reason has occurred and identifying with reasonable detail the event that the Executive asserts constitutes Good Reason under either (i) or (ii) above and the Company fails or refuses to cure or eliminate the event giving rise to Good Reason on or within 30 days after receiving such notice. To avoid doubt, the termination of the Executive's employment would become effective at the close of business on the thirtieth day after the Company receives the Executive's termination notice, unless the Company cures or eliminates the event giving rise to Good Reason prior to such time View More
Found in Vertex Pharmaceuticals Inc contract
Good Reason. That, without the Executive's consent, one or more of the following events occurs: (i) the Executive's duties are materially diminished to an extent that results in either (A) the Executive no longer being an 'officer,' as such term is defined in Rule 16a-1(f) promulgated under the Securities Exchange Act of 1934; or (B) the Executive ceases to be a member of the executive management team of the Company; or (ii) the Executive's Base Salary is decreased unless such reduction is part of an... across-the-board proportionate reduction in the salaries of the Company's senior management team; or (ii) (iii) the office to which the Executive is assigned is relocated to a place 35 or more miles away and such relocation is not at the Executive's request or with the Executive's prior agreement (and other than, for Executives assigned to the Company's principal executive offices, in connection with a change in location of the Company's principal executive offices); provided that Good Reason shall not exist unless and until within 30 days after the event giving rise to Good Reason under either (i) (i), (ii) or (ii) (iii) above has occurred, the Executive delivers a written termination notice to the Company stating that an event giving rise to Good Reason has occurred and identifying with reasonable detail the event that the Executive asserts constitutes Good Reason under either (i) (i), (ii) or (ii) (iii) above and the Company fails or refuses to cure or eliminate the event giving rise to Good Reason on or within 30 days after receiving such notice. To avoid doubt, the termination of the Executive's employment would become effective at the close of business on the thirtieth day after the Company receives the Executive's termination notice, unless the Company cures or eliminates the event giving rise to Good Reason prior to such time View More
Found in Vertex Pharmaceuticals Inc contract
Good Reason. That, without the Executive's consent, one or more of the following events occurs: (i) the Executive is assigned to any duties or responsibilities that are inconsistent, in any significant respect, with the scope of duties and responsibilities customarily associated with the position and office of Senior Vice President, Public Policy and Government Affairs, provided that such reassignment of duties or responsibilities is not due to the Executive's Disability or performance, nor is at the... Executive's request; or (ii) the Executive suffers a reduction in the authorities, duties, and responsibilities associated with the Executive's position as Senior Vice President, Public Policy and Government Affairs, provided that such reassignment of duties or responsibilities is not due to the Executive's Disability or the Executive's performance, and is not at the Executive's request or with the Executive's prior agreement; or (iii) the Executive's Base Salary is decreased unless such below $350,000 per year, other than a reduction that is part of an across-the-board proportionate reduction in the salaries of the Company's senior management team; or (ii) (iv) the Executive's office to which the Executive is assigned is relocated to a place 35 thirty-five (35) or more miles away and such relocation is not at the Executive's request or with the Executive's prior agreement (and other than, for Executives assigned to the Company's principal executive offices, from Washington, D.C. (other than in connection with a change in location relocation of the Company's principal executive offices); provided that Good Reason shall not exist unless and until within 30 days after the event giving rise to Good Reason under either any of (i) or (ii) through (iv) above has occurred, the Executive delivers a written termination notice to the Company stating that an event giving rise to Good Reason has occurred and identifying with reasonable detail the event that the Executive asserts constitutes Good Reason under either any of (i) or (ii) through (iv) above and the Company fails or refuses to cure or eliminate the event giving rise to Good Reason on or within 30 days after receiving such notice. To avoid doubt, the termination of the Executive's employment would become effective at the close of business on the thirtieth day after the Company receives the Executive's termination notice, unless the Company cures or eliminates the event giving rise to Good Reason prior to such time View More
Found in Vertex Pharmaceuticals Inc contract
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Good Reason. The occurrence, without the Executive's written consent, of any of the events or circumstances set forth in clauses (a) through (g) below
Found in Thermo Fisher Scientific contract
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Good Reason. The occurrence, without the Executive's written consent, of any of the events or circumstances set forth in clauses (a) through (g) below (f) below.
Found in Myriad Genetics, Inc. contract
Good Reason. The occurrence, without the Executive's written consent, of any of the events or circumstances set forth in clauses (a) through (g) (f) below
Found in Myriad Genetics, Inc. contract
Good Reason. The occurrence, without the Executive's written consent, of any of the events or circumstances set forth in clauses (a) through (g) (f) below
Found in Myriad Genetics, Inc. contract
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Good Reason. The meaning set forth in the Employment Agreement
Found in YogaWorks, Inc. contract
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Good Reason. The meaning set forth in the Employee's Employment Agreement
Found in GT Advanced Technologies Inc. contract
Good Reason. The Shall have the meaning set forth in the Employment Agreement Agreement.
Found in Intelsat S.A. contract
Good Reason. The meaning set forth in the Employee's Employment Agreement
Found in GT Advanced Technologies Inc. contract
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Good Reason. Means, except as otherwise provided in an Award Agreement or a Participant's employment agreement with the Company, the occurrence of one or more of the following without the Participant's express written consent, which circumstances are not remedied by the Company within thirty (30) days after its receipt of a written notice from the Participant describing the applicable circumstances (which notice must be provided by the Participant within ninety (90) days after the Participant's knowledge of... the applicable circumstances): (i) any material, adverse change in the Participant's duties, responsibilities, authority, title, status or reporting structure; (ii) a material reduction in the Participant's base salary; or (iii) a geographical relocation of the Participant's principal office location by more than fifty (50) miles; provided that, in each case, the Participant must actually terminate his or her employment within thirty (30) days following the Company's thirty (30)-day cure period specified herein. View More
Found in James River Group Holdings, Ltd. contract
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Good Reason. Means, except as otherwise provided in an Award Agreement or a Participant's employment agreement with the Company, Agreement, the occurrence of one or more of the following without the Participant's express written consent, following, which circumstances are not remedied by the Company within thirty (30) days after its receipt of a written notice from the Participant describing the applicable circumstances (which notice must be provided by the Participant within ninety (90) days after the... Participant's knowledge of the applicable circumstances): (i) any material, adverse change a material diminution in the a Participant's duties, duties and responsibilities, authority, title, status or reporting structure; (ii) a material reduction decrease in the a Participant's base salary; salary or bonus opportunity or (iii) a geographical relocation of the Participant's principal office location by more than fifty (50) miles; miles, in each case, without written consent; provided that, that in each case, the Participant must actually terminate his or her employment within thirty (30) days following the Company's thirty (30)-day cure period specified herein. View More
Found in BELLRING BRANDS, INC. contract
Good Reason. Means, except as otherwise provided in an Unless the applicable Award Agreement states otherwise: (a) If an Employee or Consultant is a Participant's party to an employment or service agreement with the Company, Company or its Affiliates and such agreement provides for a definition of Good Reason, the definition contained therein; or (b) If no such agreement exists or if such agreement does not define Good Reason, the occurrence of one or more of the following without the Participant's express... written consent, which circumstances are not remedied by the Company within thirty (30) days after of its receipt of a written notice from the Participant describing the applicable circumstances (which notice must be provided by the Participant within ninety (90) days after of the Participant's knowledge of the applicable circumstances): (i) any material, adverse change in the Participant's duties, responsibilities, authority, title, status or reporting structure; (ii) a material reduction in the Participant's base salary; salary or bonus opportunity; or (iii) a geographical relocation of the Participant's principal office location by more than fifty (50) miles; provided that, in each case, the Participant must actually terminate his or her employment within thirty (30) days following the Company's thirty (30)-day cure period specified herein. miles. View More
Found in Sharps Technology Inc. contract
Good Reason. Means, except as otherwise provided in an Award Agreement or a Participant's employment agreement with the Company, Agreement, the occurrence of one or more of the following without the Participant's express written consent, following, which circumstances are not remedied by the Company within thirty (30) days after its receipt of a written notice from the Participant describing the applicable circumstances (which notice must be provided by the Participant within ninety (90) 90 days after the... Participant's knowledge of the applicable circumstances): (i) any material, adverse a material diminution in a Participant's duties and responsibilities other than a change in the such Participant's duties, responsibilities, authority, title, status or reporting structure; duties and responsibilities that results from becoming part of a larger organization following a Change in Control, (ii) a material reduction decrease in a Participant's base salary, bonus opportunity or benefits other than a decrease in benefits that applies generally to all employees of the Employer or its Subsidiaries otherwise eligible to participate in the Participant's base salary; affected plan, or (iii) a geographical relocation of the a Participant's principal office primary work location by more than fifty (50) miles; 50 miles from the work location immediately prior to the Change in Control, in each case, without written consent; provided that, that in each case, the Participant must actually terminate his or her employment within thirty (30) days following the Company's thirty (30)-day cure period specified herein. View More
Found in SunEdison Semiconductor Ltd contract
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Good Reason. If Executive resigns his employment with the Company as a result of one or more of the following actions (in each case taken without Executive's written consent): (i) a reduction in Executive's Base Salary (other than as part of an across-the-board reduction that (A) results in a 10% or less reduction of Executive's Base Salary as in effect on the date of any such reduction or (B) is approved by the Chief Executive Officer of the Company), (ii) a material diminution of Executive's job duties or... responsibilities inconsistent with Executive's position, which shall include, without limitation, Executive's removal from the position specified in Section 2(a) or the Company's hiring an individual at an equivalent or senior level to Executive to perform substantially the same duties and responsibilities set forth in Section 2(a)); (iii) any other material breach by the Company or Acadia (or their successors) of this Agreement; or (iv) a relocation of the Company's and Acadia's principal executive offices and corporate headquarters outside of a thirty (30) mile radius of Nashville, Tennessee; provided that, none of the events described in clauses (i) through (iv) above shall constitute Good Reason unless Executive shall have notified the Company and/or Acadia in writing describing the event which constitutes Good Reason within ninety (90) days after the occurrence of such event and then only if the Company and/or Acadia and the Subsidiaries shall have failed to cure such event within thirty (30) days after the Company's and/or Acadia's receipt of such written notice and Executive elects to terminate his employment as a result at the end of such thirty (30) day period. View More
Found in Acadia Healthcare contract
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Good Reason. If Shall mean if Executive resigns his her employment with the Company as a result of one or more of the following actions (in each case taken without Executive's written consent): (i) a reduction in Executive's Base Salary (other than as part of an across-the-board reduction that (A) results in a 10% or less reduction of Executive's Base Salary as in effect on the date of any such reduction or (B) is approved by the Chief Executive Officer of the Company), Salary, (ii) a material diminution of... Executive's job duties or responsibilities inconsistent with Executive's position, which shall include, without limitation, Executive's removal from the position specified in Section 2(a) 1(a) or the Company's hiring an individual at an equivalent or senior level to Executive to perform substantially the same duties and responsibilities set forth in Section 2(a)); 1(a)); (iii) any other material breach by the Company or Acadia (or their successors) of this Agreement; or (iv) a relocation of the Company's and Acadia's principal executive offices and corporate headquarters outside of a thirty (30) mile radius of Nashville, Tennessee; provided that, none of the events described in clauses (i) through (iv) above shall constitute Good Reason unless Executive shall have notified the Company and/or Acadia in writing describing the event which constitutes Good Reason within ninety (90) days after the occurrence of such event and then only if the Company and/or Acadia and the Subsidiaries shall have failed to cure such event within thirty (30) days after the Company's and/or Acadia's receipt of such written notice and Executive elects to terminate his her employment as a result at the end of such thirty (30) day period. View More
Found in Acadia Healthcare contract
Good Reason. If Executive resigns his employment with the Company (a) as a result of one or more of the following actions (in each case taken without Executive's written consent): (i) a reduction in Executive's Base Salary (other than as part of an across-the-board reduction that (A) results in a 10% or less reduction of Executive's Base Salary as in effect on the date of any such reduction or (B) is approved by the Chief Executive Officer of the Company), (ii) a material diminution of Executive's job... duties or responsibilities inconsistent with Executive's position, which shall include, without limitation, Executive's removal from the position specified in Section 2(a) or the Company's hiring an individual at an equivalent or senior level to Executive to perform substantially the same duties and responsibilities set forth in Section 2(a)); (iii) any other material breach by the Company or Acadia Holdings (or their successors) of this Agreement; or (iv) a relocation of the Company's and Acadia's Holdings' principal executive offices and corporate headquarters outside of a thirty (30) mile radius of Nashville, Tennessee; Tennessee following relocation thereto in accordance with Section 1; provided that, none of the events described in clauses (i) through (iv) above shall constitute Good Reason unless Executive shall have notified the Company and/or Acadia Holdings in writing describing the event which constitutes Good Reason within ninety (90) days after the occurrence of such event and then only if the Company and/or Acadia Holdings and the Subsidiaries shall have failed to cure such event within thirty (30) days after the Company's and/or Acadia's Holdings' receipt of such written notice and Executive elects to terminate his employment as a result at the end of such thirty (30) day period. period, or (b) for any reason within 180 days following a Sale of the LLC (as defined in the LLC Agreement). View More
Found in Acadia Healthcare contract
Good Reason. If Executive resigns his employment with the Company (a) as a result of one or more of the following actions (in each case taken without Executive's written consent): (i) a reduction in Executive's Base Salary (other than as part of an across-the-board reduction that (A) results in a 10% or less reduction of Executive's Base Salary as in effect on the date of any such reduction or (B) is approved by the Chief Executive Officer of the Company), (ii) a material diminution of Executive's job... duties or responsibilities inconsistent with Executive's position, which shall include, without limitation, Executive's removal from the position specified in Section 2(a) or the Company's hiring an individual at an equivalent or senior level to Executive to perform substantially the same duties and responsibilities set forth in Section 2(a)); (iii) any other material breach by the Company or Acadia Holdings (or their successors) of this Agreement; or (iv) a relocation of the Company's and Acadia's Holdings' principal executive offices and corporate headquarters outside of a thirty (30) mile radius of Nashville, Tennessee; Tennessee following relocation thereto in accordance with Section 1; provided that, none of the events described in clauses (i) through (iv) above shall constitute Good Reason unless Executive shall have notified the Company and/or Acadia Holdings in writing describing the event which constitutes Good Reason within ninety (90) days after the occurrence of such event and then only if the Company and/or Acadia Holdings and the Subsidiaries shall have failed to cure such event within thirty (30) days after the Company's and/or Acadia's Holdings' receipt of such written notice and Executive elects to terminate his employment as a result at the end of such thirty (30) day period. period, or (b) for any reason within 180 days following a Sale of the LLC (as defined in the LLC Agreement). View More
Found in Acadia Healthcare contract
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Good Reason. Shall mean (i) with respect to Employees or Consultants, "Good Reason" or such similar concept as defined in any employment, severance, or similar agreement then in effect between the Participant and any of the Company or its Affiliates, or, if no such agreement containing a definition of "Good Reason" is then in effect or if such term is not defined therein, "Good Reason" shall mean without the Participant's consent, a change caused by the Company in the Participant's duties and... responsibilities which is materially inconsistent with the Participant's position at the applicable entity that is a member of the Company Group, or a material reduction in the Participant's annual base salary (excluding any reduction in the Participant's salary that is part of a plan to reduce salaries of comparably situated employees of any entity that is a member of the Company Group generally); and (ii) with respect to Directors, the Participant's ceasing to serve as a Director, or, if the Company is not the surviving Company in a Change in Control event, a member of the board of directors of the surviving entity, in either case, due to the Participant's failure to be nominated to serve as a director of such entity or the Participant's failure to be elected to serve as a director of such entity, but not due to the Participant's decision not to continue service on the Board of Directors of the Company or the board of directors of the surviving entity, as the case may be; provided that, in any case, notwithstanding anything to the contrary in the foregoing subparts (i) or (ii), the Participant shall only have "Good Reason" to terminate Employment following the applicable entity's failure to remedy the act which is alleged to constitute "Good Reason" within thirty (30) days following such entity's receipt of written notice from the Participant specifying such act, so long as such notice is provided within sixty (60) days after such event has first occurred. The determination of the existence of Good Reason shall be made by the Committee in good faith, which determination shall be conclusive for purposes of this Agreement. View More
Found in Regional Management Corp. contract
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Good Reason. Shall mean (i) "Good Reason" as defined under the Participant's employment, change in control, consulting or other similar agreement with the Company or an Affiliate, if any, or (ii) if the Participant has not entered into any agreement (or, if any such agreement does not define "Good Reason"), then a "Good Reason" shall mean any of the following without the Participant's consent: (A) with respect to Employees or Consultants, "Good Reason" or such similar concept as defined in any employment,... severance, or similar agreement then in effect between the Participant and any of the Company or its Affiliates, or, if no such agreement containing a definition of "Good Reason" is then in effect or if such term is not defined therein, "Good Reason" shall mean without the Participant's consent, a change caused by the Company in the Participant's duties and responsibilities which is materially inconsistent with the Participant's position at the applicable entity that is a member of the Company Group, Company, or a material reduction in the Participant's annual base salary (excluding any reduction in the Participant's salary that is part of a plan to reduce salaries of comparably situated employees of any entity that is a member of the Company Group generally); and (ii) (B) with respect to Directors, the Participant's ceasing to serve as a Director, or, if the Company is not the surviving Company in a Change in of Control event, a member of the board of directors of the surviving entity, in either case, due to the Participant's failure to be nominated to serve as a director of such entity or the Participant's failure to be elected to serve as a director of such entity, but not due to the Participant's decision not to continue service on the Board of Directors of the Company or the board of directors of the surviving entity, as the case may be; provided that, in any case, notwithstanding anything to the contrary in the foregoing subparts (i) or (ii), the Participant shall only have "Good Reason" to terminate Employment employment or service following the applicable entity's failure to remedy the act which is alleged to constitute "Good Reason" within thirty (30) days following such entity's receipt of written notice from the Participant specifying such act, so long as such notice is provided within sixty (60) days after such event has first occurred. The determination of the existence of Good Reason "Good Reason" shall be made by the Committee in good faith, which Administrator and its determination shall be conclusive for purposes of this Agreement. final and conclusive. View More
Found in Regional Management Corp. contract
Good Reason. Shall mean (i) with respect to Employees or Consultants, "Good Reason" or such similar concept as defined in any employment, severance, or similar agreement then in effect between the Participant and any of the Company or its Affiliates, or, if no such agreement containing a definition of "Good Reason" is then in effect or if such term is not defined therein, "Good Reason" shall mean without the Participant's consent, a change caused by the Company in the Participant's duties and... responsibilities which is materially inconsistent with the Participant's position at the applicable entity that is a member of the Company Group, or a material reduction in the Participant's annual base salary (excluding any reduction in the Participant's salary that is part of a plan to reduce salaries of comparably situated employees of any entity that is a member of the Company Group generally); and (ii) with respect to Directors, the Participant's ceasing to serve as a Director, or, if the Company is not the surviving Company in a Change in Control event, a member of the board of directors of the surviving entity, in either case, due to the Participant's failure to be nominated to serve as a director of such entity or the Participant's failure to be elected to serve as a director of such entity, but not due to the Participant's decision not to continue service on the Board of Directors of the Company or the board of directors of the surviving entity, as the case may be; provided that, in any case, notwithstanding generally). Notwithstanding anything to the contrary in the foregoing subparts (i) or (ii), contrary, the Participant shall only have "Good Reason" to terminate Employment following the applicable entity's failure to remedy the act which is alleged to constitute "Good Reason" within thirty (30) days following such entity's receipt of written notice from the Participant specifying such act, so long as such notice is provided within sixty (60) days after such event has first occurred. The determination of the existence of Good Reason shall be made by the Committee in good faith, which determination shall be conclusive for purposes of this Agreement. View More
Found in Regional Management Corp. contract
Good Reason. Shall mean (i) with respect to Employees or Consultants, "Good Reason" Good Reason or such similar concept as defined in any employment, severance, or similar agreement then in effect between the Participant and any of the Company or its Affiliates, or, if no such agreement containing a definition of "Good Reason" Good Reason is then in effect or if such term is not defined therein, "Good Reason" Good Reason shall mean without the Participant's consent, (i) a change caused by the Company in the... Participant's duties and responsibilities which is materially inconsistent with the Participant's position at the applicable entity that is a member of the Company Group, or (ii) a material reduction in the Participant's annual base salary salary, annual incentive compensation opportunity or other employee benefits (excluding any such reduction in the Participant's salary that is part of a plan to reduce salaries annual base salaries, annual incentive compensation opportunities or other employee benefits of comparably situated employees of any entity that is a member of the Company Group generally); and (ii) with respect to Directors, generally), or (iii) a relocation of the Participant's ceasing principal place of employment to serve as a Director, or, if the Company location that is not the surviving Company in a Change in Control event, a member of the board of directors of the surviving entity, in either case, due to more than 50 miles from the Participant's failure to be nominated to serve as a director current principal place of such entity or the Participant's failure to be elected to serve as a director of such entity, but not due to the Participant's decision not to continue service on the Board of Directors of the Company or the board of directors of the surviving entity, as the case may be; employment; provided that, in any case, notwithstanding anything to the contrary in the foregoing subparts (i) or (ii), foregoing, the Participant shall only have "Good Reason" Good Reason to terminate Employment employment following the applicable entity's failure to remedy the act which is alleged to constitute "Good Reason" Good Reason within thirty (30) days following such entity's receipt of written notice from the Participant specifying such act, so long as such notice is provided within sixty (60) days after such event has first occurred. The determination of the existence of Good Reason shall be made by the Committee in good faith, which determination shall be conclusive for purposes of this Agreement. View More
Found in TALEN ENERGY SUPPLY, LLC contract
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Good Reason. The occurrence of any one or more of the following events without the Participant's prior written consent, unless the Company or its subsidiaries fully corrects the circumstances constituting Good Reason (provided such circumstances are capable of correction) as provided below: (a) a change in the Participant's position with the Company or a subsidiary which materially diminishes such Participant's duties, responsibilities, or authority; (b) a material diminution of the Participant's... Base Compensation and/or Target Bonus; or (c) a relocation of the Participant's principal place of employment by more than twenty (20) miles. Notwithstanding the foregoing, the Participant will not be deemed to have resigned for Good Reason unless (1) the Participant provides the Company or its subsidiaries with written notice setting forth in reasonable detail the facts and circumstances claimed by the Participant to constitute Good Reason within 90 days after the date of the occurrence of any event that the Participant knows or should reasonably have known to constitute Good Reason, (2) the Company or its subsidiaries fails to cure such acts or omissions within 30 days following its receipt of such notice, and (3) the effective date of the Participant's termination for Good Reason occurs no later than 60 days after the expiration of such cure period View More
Found in TGPX Holdings I LLC contract
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Good Reason. The occurrence of any one or more of the following events without the Participant's prior written consent, unless the Company or its subsidiaries fully corrects the circumstances constituting Good Reason (provided such circumstances are capable of correction) as provided below: (a) a change in the Participant's position with the Company or a subsidiary which materially diminishes such Participant's duties, responsibilities, or authority; (b) a material diminution of the Participant's Base ... class="diff-color-red">Compensation and/or Target Bonus; Compensation; or (c) a relocation of the Participant's principal place of employment by more than twenty (20) forty (40) miles. Notwithstanding the foregoing, the Participant will not be deemed to have resigned for Good Reason unless (1) the Participant provides the Company or its subsidiaries with written notice setting forth in reasonable detail the facts and circumstances claimed by the Participant to constitute Good Reason within 90 days after the date of the occurrence of any event that the Participant knows or should reasonably have known to constitute Good Reason, (2) the Company or its subsidiaries fails to cure such acts or omissions within 30 days following its receipt of such notice, and (3) the effective date of the Participant's termination for Good Reason occurs no later than 60 days after the expiration of such the Company's cure period period. View More
Found in ZAGG Inc contract
Good Reason. The occurrence of any one or more of the following events events, without the Participant's prior written consent, unless consent: (a)a material reduction (at the direction of the Company) in the value of the Participant's total compensation package (salary, wages, bonus opportunity, equity or other long-term incentive award opportunities, and benefits) if such a reduction is not linked to the performance of the Company or one or more of its business units or subsidiaries fully corrects the... circumstances constituting Good Reason (provided such circumstances are capable or made in proportion to an across-the-board reduction for all similarly-situated employees of correction) as provided below: (a) a change in the Participant's position with the Company or a subsidiary which materially diminishes such Participant's duties, responsibilities, the applicable business unit or authority; (b) a material diminution of the Participant's Base Compensation and/or Target Bonus; employing subsidiary; or (c) a (b)the relocation of the Participant's principal place of employment by Company office to a location more than twenty (20) miles. 25 miles from its location as of the date of the Participant's Participation Notice, except for required travel on the Company's business to the extent necessary to fulfill the Participant's obligations to the Company or any of its subsidiaries or affiliates. Notwithstanding the foregoing, the Participant will not be deemed to have resigned for Good Reason unless (1) the Participant provides the Company or its subsidiaries with written notice setting forth in reasonable detail the facts and circumstances claimed by the Participant to constitute Good Reason within 90 days after the date of the occurrence of any event that the Participant knows or should reasonably have known to constitute Good Reason, (2) the Company or its subsidiaries fails to cure such acts or omissions within 30 days following its receipt of such notice, and (3) the effective date of the Participant's termination for Good Reason occurs no later than 60 30 days after the expiration of such the Company's cure period period. View More
Found in Redwood Trust, Inc. contract
Good Reason. The occurrence of any one or more of the following events without the Participant's prior written consent, unless the Company or its subsidiaries fully corrects the circumstances constituting Good Reason (provided such circumstances are capable of correction) as provided below: (a) a change material diminution in the Participant's position with (including status, offices, titles and reporting requirements), authority, duties or responsibilities, excluding for this purpose any isolated,... insubstantial or inadvertent actions not taken in bad faith and which are remedied by the Company or a subsidiary which materially diminishes such Participant's duties, responsibilities, or authority; promptly after receipt of notice thereof given by the Participant; (b) a material diminution change in the geographic location at which the Participant performs his or her principal duties for the Company to a new location that is more than 30 miles from the location at which the Participant performs his or her principal duties for the Company as of the date on which the Participant first becomes a Participant in the Plan; or (c) any material reduction in the Participant's Base Compensation and/or Target Bonus; or (c) a relocation of the Participant's principal place of employment by more than twenty (20) miles. Compensation. Notwithstanding the foregoing, the Participant will not be deemed to have resigned for Good Reason unless (1) the Participant provides written notice to the Company or its subsidiaries with written notice setting forth in reasonable detail the facts and circumstances claimed by the Participant to constitute Good Reason within 90 days after the date of the occurrence of any event that the Participant knows or should reasonably have known to constitute Good Reason, Reason; (2) the Company or its subsidiaries fails to cure such acts or omissions within 30 days following its receipt of such notice, notice; and (3) the effective date of the Participant's termination for Good Reason occurs no later than 60 days after the expiration of such the Company's cure period period. With respect to the foregoing definition, the term 'Company' will be interpreted to include any subsidiary, parent, affiliate, or any successor thereto, if appropriate. View More
Found in Winc, Inc. contract
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Good Reason. Means the occurrence of any of the following without the Holder's prior written consent: (i) a material adverse change in the Holder's position, authority, duties or responsibilities, excluding a change in reporting relationships; (ii) a material reduction in the Holder's base salary; (iii) a material diminution of the Holder's employee benefits (including but not limited to medical, dental, life insurance and long-term disability plans); or (iv) the relocation of the Holder's principal place... of employment by more than 50 miles from such location as of the Grant Date. Notwithstanding the foregoing, a "Good Reason" shall not exist unless the Holder notifies the Company of the existence of the condition described in this Section 1(g) within ninety (90) days of the initial existence of the condition and the Company does not remedy the condition within thirty (30) days following receipt of such notice. View More
Found in RigNet, Inc. contract
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Good Reason. Means the occurrence of any of the following without the Holder's prior written consent: (i) a material adverse change in the Holder's position, authority, duties or responsibilities, excluding a change in reporting relationships; (ii) a material reduction in the Holder's base salary; (iii) a material diminution of the Holder's employee benefits (including but not limited to medical, dental, life insurance and long-term disability plans); or (iv) the relocation of the Holder's principal place... of employment by more than 50 miles from such location as of the Grant Date. Notwithstanding the foregoing, a "Good Reason" shall not exist unless the Holder notifies the Company of the existence of the condition described in this Section 1(g) within ninety (90) days of the initial existence of the condition and the Company does not remedy the condition within thirty (30) days following receipt of such notice. View More
Found in RigNet, Inc. contract
Good Reason. Means the The occurrence of any of the following without the Holder's prior written consent: (i) a material adverse change in the Holder's position, authority, duties or responsibilities, excluding a change in reporting relationships; (ii) a material reduction in the Holder's base salary; (iii) a material diminution of the Holder's employee benefits (including but not limited to medical, dental, life insurance and long-term disability plans); or (iv) the relocation of the Holder's principal... place of employment by more than 50 miles from such location as of the Grant Date. Notwithstanding the foregoing, a "Good Reason" shall not exist unless the Holder notifies the Company of the existence of the condition described in this Section 1(g) within ninety (90) days of the initial existence of the condition and the Company does not remedy the condition within thirty (30) days following receipt of such notice. View More
Found in RigNet, Inc. contract
Good Reason. Means the occurrence of any of the following without the Holder's prior written consent: (i) a material adverse change in the Holder's position, authority, duties or responsibilities, excluding a change in reporting relationships; (ii) a material reduction in the Holder's base salary; (iii) a material diminution of the Holder's employee benefits (including but not limited to medical, dental, life insurance and long-term disability plans); or (iv) the relocation of the Holder's principal place... of employment by more than 50 miles from such location as of the Grant Date. Date; or (v) should Steven Pickett no longer serve as the Company's Chief Executive Officer for any reason. Notwithstanding the foregoing, a "Good Reason" shall not exist unless the Holder notifies the Company of the existence of the condition described in this Section 1(g) 1(c) within ninety (90) days of the initial existence of the condition and the Company does not remedy the condition within thirty (30) days following receipt of such notice. View More
Found in RigNet, Inc. contract
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Good Reason. The occurrence of any one or more of the following events without the Executive's prior written consent, unless the Company fully corrects the circumstances constituting Good Reason (provided such circumstances are capable of correction) as provided below: (i) a material diminution in the Executive's Base Salary or Target Bonus; (ii) a change in the geographic location of the Principal Location by more than 35 miles from its existing location; (iii) a material diminution in the... Executive's title, authority or duties, as contemplated by this Agreement, excluding for this purpose any isolated, insubstantial or inadvertent actions not taken in bad faith and which are remedied by the Company promptly after receipt of notice thereof given by the Executive; (iv) the Company's material breach of this Agreement. Notwithstanding the foregoing, the Executive will not be deemed to have resigned for Good Reason unless (1) the Executive provides the Company with written notice setting forth in reasonable detail the facts and circumstances claimed by the Executive to constitute Good Reason within 30 days after the date of the occurrence of any event that the Executive knows or should reasonably have known to constitute Good Reason, (2) the Company fails to cure such acts or omissions within 30 days following its receipt of such notice, and (3) the effective date of the Executive's termination for Good Reason occurs no later than 60 days after the expiration of the Company's cure period. View More
Found in Social Capital Hedosophia Holdings Corp. contract
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Good Reason. The occurrence of any one or more of the following events without the Executive's prior written consent, unless the Company fully corrects the circumstances constituting Good Reason (provided such circumstances are capable of correction) as provided below: (i) a material diminution in the Executive's Base Salary position (including status, offices, titles and reporting requirements), authority, duties or Target Bonus; (ii) a change in the geographic location of the Principal Location by more... than 35 miles from its existing location; (iii) a material diminution in the Executive's title, authority or duties, responsibilities as contemplated by this Agreement, Section 2(a) hereof, excluding for this purpose any isolated, insubstantial or inadvertent actions not taken in bad faith and which are remedied by the Company promptly after receipt of notice thereof given by the Executive; (ii) the Company's material reduction of the Executive's Base Salary, as the same may be increased from time to time; (iii) a material change in the geographic location of the Principal Location which shall, in any event, include only a relocation of the Principal Location by more than 30 miles from its existing location; (iv) the Company's material breach of this Agreement. Notwithstanding the foregoing, the Executive will not be deemed to have resigned for Good Reason unless (1) the Executive provides the Company with written notice setting forth in reasonable detail the facts and circumstances claimed by the Executive to constitute Good Reason within 30 90 days after the date of the occurrence of any event that the Executive knows or should reasonably have known to constitute Good Reason, (2) the Company fails to cure such acts or omissions within 30 days following its receipt of such notice, and (3) the effective date of the Executive's termination for Good Reason occurs no later than 60 days after the expiration of the Company's cure period. period View More
Found in PCI Media, Inc. contract
Good Reason. The occurrence of any one or more of the following events without the Executive's prior written consent, unless the Company fully corrects the circumstances constituting Good Reason (provided such circumstances are capable of correction) as provided below: (i) a material diminution in the Executive's Base Salary or Target Bonus; (ii) a change in the geographic location of the Principal Location by more than 35 miles from its existing location; (iii) a material diminution in the Executive's... title, authority or duties, as contemplated by this Agreement, excluding for this purpose any isolated, insubstantial or inadvertent actions not taken in bad faith and which are remedied by the Company promptly after receipt of notice thereof given by the Executive; Executive, but including PubCo's failure to cause the Executive to be nominated to stand for election to the Board at any meeting of stockholders of PubCo during which any such election is held and the Executive's term as a director will expire if he is not reelected; provided, however that PubCo shall not be required to cause such nomination if any of the events constituting Cause have occurred and not been cured; (iv) the Company's material breach of this Agreement. 10 Notwithstanding the foregoing, the Executive will not be deemed to have resigned for Good Reason unless (1) the Executive provides the Company with written notice setting forth in reasonable detail the facts and circumstances claimed by the Executive to constitute Good Reason within 30 days after the date of the occurrence of any event that the Executive knows or should reasonably have known to constitute Good Reason, (2) the Company fails to cure such acts or omissions within 30 days following its receipt of such notice, and (3) the effective date of the Executive's termination for Good Reason occurs no later than 60 days after the expiration of the Company's cure period. View More
Found in Social Capital Hedosophia Holdings Corp. contract
Good Reason. The occurrence of any one or more of the following events without the Executive's prior written consent, unless the Company fully corrects the circumstances constituting Good Reason (provided such circumstances are capable of correction) as provided below: (i) a i.a material diminution in the Executive's Base Salary or Target Bonus, other than as part of an across-the-board reduction applicable to the Company's senior executives, and further excluding any voluntary reductions in Base Salary... and/or Target Bonus; (ii) a ii.a change in the geographic location of the Principal Location by more than 35 miles from its existing location; (iii) a iii.a material diminution in the Executive's title, authority or duties, as contemplated by this Agreement, excluding for this purpose any isolated, insubstantial or inadvertent actions not taken in bad faith and which are remedied by the Company promptly after receipt of notice thereof given by the Executive; (iv) the or iv.the Company's material breach of this Agreement. Notwithstanding the foregoing, the Executive will not be deemed to have resigned for Good Reason unless (1) the Executive provides the Company with written notice setting forth in reasonable detail the facts and circumstances claimed by the Executive to constitute Good Reason within 30 45 days after the date of the occurrence of any event that the Executive knows or should reasonably have known to constitute Good Reason, (2) the Company fails to cure such acts or omissions within 30 days following its receipt of such notice, and (3) the effective date of the Executive's termination for Good Reason occurs no later than 60 days after the expiration of the Company's cure period. View More
Found in Oscar Health, Inc. contract
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Good Reason. Any of the following which occurs on or after the Effective Date: (1) a material reduction of the Executive's Annual Base Salary from its then current rate without the Executive's consent, other than a reduction that also is applied to substantially all other executive officers of the Employer if Executive's reduction is substantially proportionate to, or no greater than, the reduction applied to substantially all other executive officers; or (2) a material diminution in the authority,... responsibilities or duties of the Executive hereunder without the Executive's consent; provided, however, that for a Termination of Employment by the Executive to be for Good Reason, the Executive must notify the Employer in writing of the event giving rise to Good Reason within thirty (30) days following the occurrence of the event (or, if later, thirty (30) days following the Executive's knowledge of occurrence of the event), the event must remain uncured after the expiration of sixty (60) days following the delivery of written notice of such event to the Employer by the Executive, and the Executive must resign effective no later than sixty (60) days following the Employer's failure to cure the event and must give at least thirty (30) days advance written notice prior to the Executive's effective date of resignation. View More
Found in Park Sterling Corp contract
Good Reason. Any of the following which occurs on or after the Effective Date: (1) a material reduction of the Executive's Annual Base Salary from its then current rate without the Executive's consent, other than a reduction that also is applied to substantially all other executive officers of the Employer if Executive's reduction is substantially proportionate to, or no greater than, the reduction applied to substantially all other executive officers; or (2) a material diminution in the authority,... responsibilities or duties of the Executive hereunder as in effect immediately after the Effective Date without the Executive's consent; provided, however, that for a Termination of Employment by (3) the Employer requiring the Executive to be for Good Reason, based at any office or location other than a location within a 35-mile radius of the location the Executive was based immediately following the Effective Date; or (4) a material breach of this Agreement by the Employer; provided, however, that in each case of the above, the Executive must notify provide written notice to the Employer in writing of the event giving rise to Good Reason within thirty (30) days following the occurrence of the event (or, if later, thirty (30) days following the Executive's knowledge of occurrence of the event), the event must remain uncured after the expiration of such action within sixty (60) days following after the delivery of written notice of such event to the Employer by the Executive, action first occurs, and the Executive must resign effective no later than sixty (60) shall only have Good Reason to terminate her employment if the Employer fails to correct such action within twenty (20) business days following receipt of such notice. If the Employer's failure Employer does so fail to cure correct such action, the event and Executive must give the Employer at least thirty (30) twenty (20) business days advance written notice prior to of the Executive's effective date of resignation. resignation due to such Good Reason View More
Found in COMMUNITY FIRST INC contract
Good Reason. Any of the following which occurs on or after the Original Effective Date: (1) a material reduction of in the Executive's rate of Annual Base Salary or Annual Bonus opportunity effected by the Employer, in either case, from its then current rate without level in effect immediately prior to the Change of Control; (2) the Executive is required by the Bank, or its successor, to relocate the Executive's consent, other than a reduction that also is applied to substantially all other executive... officers of primary office or worksite by the Employer if Executive's reduction is substantially proportionate to, to a geographical area more than fifty (50) miles from 3530 Wheeler Road, Augusta, Georgia 30909; or no greater than, the reduction applied to substantially all other executive officers; or (2) (3) a material diminution change effected by the Employer in the Executive's authority, duties or responsibilities or duties of the Executive hereunder without the Executive's consent; under this Agreement; provided, however, that for a Termination of Employment by the Executive to be for Good Reason, the Executive must notify the Employer in writing of the event giving rise to Good Reason within thirty (30) sixty (60) days following the occurrence of the event (or, if later, thirty (30) sixty (60) days following the Executive's knowledge of occurrence of the event), the event must remain uncured after the expiration of sixty (60) days following the delivery of written notice of such event to the Employer by the Executive, and the Executive must resign effective no later than sixty (60) days following the Employer's failure to cure the event and must give at least thirty (30) days advance written notice prior to the Executive's effective date of resignation. View More
Found in Southeastern Bank Financial CORP contract
Good Reason. Any of the following which occurs on or after the Effective Date: (1) a material reduction of the Executive's Annual Base Salary from its then current rate without the Executive's consent, rate, other than a reduction that also is applied to substantially all other executive officers of the Employer if Executive's reduction is substantially proportionate to, or no greater than, the reduction applied to substantially all other executive officers; or (2) a material diminution in the Executive's... authority, duties or responsibilities or duties a change in his position such that he ceases to hold the title of, or serve in the role as, President and Chief Executive Officer of the Executive hereunder without Company or any successor; (3) the assignment of any duties materially inconsistent with the Executive's consent; position (including status, offices, titles and reporting requirements), authority, duties or responsibilities under this Agreement; (4) an involuntary relocation of the Executive's primary office or worksite to a place that is beyond a twenty (20) mile radius from 6301 Waterford Boulevard in Oklahoma City, Oklahoma; or (5) a material breach of the terms of this Agreement by the Employer; provided, however, that for a Termination of Employment by the Executive to be for Good Reason, the Executive must notify the Employer in writing of the event giving rise to Good Reason within thirty (30) days following the occurrence of the event (or, if later, thirty (30) days following the Executive's knowledge of occurrence of the event), the event must remain uncured after the expiration of sixty (60) thirty (30) days following the delivery of written notice of such event to the Employer by the Executive, and the Executive must resign effective no later than sixty (60) days following the Employer's failure to cure the event and must give at least thirty (30) days advance written notice prior to the Executive's effective date of resignation. View More
Found in SOUTHWEST BANCORP INC contract
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