Good Reason

Good Reason. (i) a reduction in Executive's Annual Base Salary, or (ii) a material diminution in Executive's duties or responsibilities inconsistent with his title, with the exception of Change of Control or sale of the company; in each case without the prior written consent of Executive; provided that in order for such resignation to be with Good Reason for any purpose hereunder (i) written notice of Executive's resignation must be delivered to the Company within 30 days of his actual knowledge of any such... event, and (ii) the Company is provided at least 30 days during which it may remedy the condition, or (iv) the failure of the Company to obtain the assumption (by operation of law, the continuation of the corporate existence of the Company, or otherwise) of this Agreement by any successors contemplated in connection with a Sale of the Company View More

Good Reason. Shall mean the occurrence, other than in connection with a discharge, of any of the following without your consent: (A) you are not re-elected or are removed from the positions with PrivateBancorp set forth in the subsection relating to Position, other than as a result of your election or appointment to positions of equal or superior scope and responsibility; or (B) you shall fail to be vested by PrivateBancorp with the power and authority of any of said positions, excluding for this purpose... any isolated action not taken in bad faith and which is remedied by PrivateBancorp promptly after receipt of written notice thereof given by you; or (C) any failure by PrivateBancorp to comply with any of the provisions of this Agreement, other than any isolated, insubstantial and inadvertent failure not occurring in bad faith and which is remedied by PrivateBancorp promptly after receipt of writ ten notice thereof given by you; or (D) PrivateBancorp requiring you to be based at an office or location which is more than 50 miles from your offices as of November 1, 2007. View More

Good Reason. Means the occurrence, other than in connection with a discharge, of any of the following without Optionee's consent: (A) a reduction in Optionee's base salary, target annual bonus opportunity (other than a proportionate reduction applicable to all executives of the Company, unless such reduction occurs during the two-year period commencing on the occurrence of a Change of Control), or (B) Optionee being required to be based at an office or location which is more than 50 miles from Optionee's... then-current office. Optionee must provide written notice to the Company of the existence of Good Reason no later than 90 days after its initial existence, and the Company shall have a period of 30 days following its receipt of such written notice during which it may remedy in all material respects the Good Reason condition identified in such written notice. View More

Good Reason. The meaning given to such term in that certain Change in Control and Severance Agreement dated as of January 25, 2012, among the Company, BioMed Realty, L.P. and Participant, as in effect on the Grant Date

Good Reason. With respect to a voluntary resignation by the Employee, any one of the following events, but only if such event first arose within forty-five (45) days of such resignation, the Employee provided the Employer with written notice of the event within fifteen (15) days after the event occurred and an opportunity to cure for at least ten (10) business days from its receipt of the notice and the circumstances continued, uncured, through the effective date of the Employee's resignation: (i) a... material diminution in the Employee's position, authority or duties effected by the Employer; (ii) a material reduction in the Employee's base salary rate or annual bonus opportunity effected by the Employer; or (iii) a requirement by the Employer that the Employee's services be rendered primarily at a location more than fifty (50) miles from August, Georgia. View More

Good Reason. As defined in the Employment Agreement, including all of the procedures described therein applicable to a termination by the Participant for Good Reason.

Good Reason. The Participant's termination shall be considered to be for "Good Reason" if the Participant terminates his or her employment with the Company within thirty (30) days prior the occurrence of a Change in Control or upon or within twelve (12) months after a Change in Control following (i) a significant reduction in the Participant's authority, responsibilities, position or compensation or (ii) a material relocation of the principal place at which the Participant performs services for the Company,... but in no event less than thirty-five (35) miles from the principal place at which the Participant performs such services immediately prior to the Change in Control, in either case which the Company has failed to remedy within thirty (30) days after receipt of the Participant's written notice thereof. View More

Good Reason. The occurrence of any of the following events or conditions without Employee's written consent: (i) ITEX is subject to a Change in Control and thereafter there occurs a change in Employee's responsibilities that from a reasonable and objective standard represent a substantial reduction in Employee's responsibilities as in effect immediately prior thereto, and which is not remedied promptly after receipt of written notice thereof from Employee; or (ii) ITEX is subject to a Change of Control and... thereafter requires Employee to be based at any place outside a 50-mile radius of his place of employment prior to such Change in Control, except for reasonably required travel on ITEX'S business that is not materially greater than such travel requirements prior to the change in control. View More

Good Reason. The occurrence of any of the following events and which is not corrected by the Company within thirty (30) days after the Executive's written notice to the Company or one of its affiliates of the same: (i) a material diminution in the Executive's responsibilities or duties in effect immediately prior to the effective date of the Change in Control; (ii) a material reduction in the Executive's base salary, incentives and/or benefits in effect immediately prior to the effective date of a Change in... Control; (iii) elimination of benefit or incentive programs in which the Executive participates without availability of comparable replacement programs; or (iv) a change of the location of the Executive's place of employment to more than fifty (50) miles from the Executive's principal business office as of the effective date of a Change in Control. View More

Good Reason. Any of the following, without the Participant's written consent: (i) a material diminution in the Participant's Annual Base Salary; (ii) a material diminution in the Participant's authority, duties, or responsibilities, or (iii) a relocation of the Participant's place of employment to a location more than 150 miles from the location of such employment on the date of such attempted relocation; provided, however, that a termination by the Participant shall not constitute termination for Good... Reason unless the Participant shall first have delivered to the Company written notice setting forth with specificity the occurrence deemed to give rise to a right to terminate for Good Reason (which notice must be given no later than sixty (60) days after the initial occurrence of such event). Good Reason shall not include the Participant's death or Disability. The Participant's employment must be terminated by the Participant for Good Reason within ninety (90) days after the occurrence of an event of Good Reason. A resignation by the Participant for Good Reason effectively constitutes an involuntary separation from service within the meaning of Section 409A of the Code and Treas. Reg. Section 1.409A-1(n)(2) View More