Good Reason

Good Reason. Means the occurrence of any of the following conditions, without your written consent: (i) a significant diminution in the nature or scope of your authority, title, function or duties; (ii) a 10% reduction in your Base Salary or a 25% reduction in your target bonus opportunity (in either case, unless either such reduction is part of an officer-wide program to reduce expenses); (iii) any material breach of the terms of this Employment Agreement by Cepheid; (iv) Cepheid's requiring you to be... based at any office or location more than 50 miles from Cepheid's current headquarters in Sunnyvale, California; or (v) failure of any successor or assignee to Cepheid to assume this agreement. View More

Good Reason. Means 1.6.1. the assignment to the Grantee of any duties that are materially inconsistent with the Grantee's position or any other assignment that results in a material diminution of the Grantee's position, authority or responsibilities (excluding performance or disciplinary action) that are not generally imposed on Syntroleum employees as a whole. Good Reason does not include any isolated or inadvertent action not taken in bad faith and remedied by Syntroleum in the normal course of business... after receipt of written notification. 1.6.2. the assignment of the Grantee to an office outside the Tulsa metropolitan area unless the assignment is necessary in order to complete a Syntroleum project, is not intended to be permanent, does not last for more than twelve (12) months and for which Syntroleum compensates the Grantee as per common industry practices (if any). View More

Good Reason. Following the occurrence of a Change in Control: (i) a reduction in the Recipient's base salary or target bonus opportunity, (ii) a change in the Recipient's primary office of more than 20 miles, (iii) a material reduction in the Recipient's title, position, responsibilities or authority or (iv) a material breach by the Company of any employment or other service agreement between the Company and the Recipient; provided however, that the Recipient must provide the Company with written notice of... the event alleged to constitute Good Reason within 90 days after the occurrence thereof and the Company shall have 30 days to cure such event View More

Good Reason. (1) a material breach of this Agreement by the Company; (2) the Company fails to obtain the assumption of this Agreement by any successor to Company; or (3) the Company, without Executive's express written consent: (i) materially reduces Executive's Base Salary or the aggregate fringe benefits provided to Executive (except to the extent the decrease is pursuant to a general compensation or benefits reduction applicable to all, or substantially all, employees of the Company at the same position... level as Executive); (ii) materially diminishes Executive's authority, duties or responsibilities; or (iii) requires Executive to be based more than twenty-five (25) miles from Executive's office location as of the date of this Agreement (except for required travel on Company business to an extent substantially consistent with Executive's business travel obligations of the date of this Agreement). View More

Good Reason. Without your written consent (1) a material reduction of your duties, authority or responsibilities, relative to your duties, authority or responsibilities as in effect immediately prior to such reduction, or the assignment to you of such reduced duties, authority or responsibilities; (2) a substantial reduction of the facilities and perquisites (including office space and location) available to you immediately prior to such reduction; (3) a reduction by the Company of your base compensation or... target annual bonus opportunity as in effect immediately prior to such reduction; (4) a material reduction by the Company in the kind or level of benefits to which you were entitled immediately prior to such reduction with the result that your overall benefits are significantly reduced (unless similar reductions apply to substantially all of the Company's other senior executives); (5) your relocation to a facility or a location more than thirty-five (35) miles from your then present location. View More

Good Reason. A "Good Reason" for termination by Executive of Executive's employment shall mean the occurrence during the Term (without the Executive's express written consent) of any one of the following acts by the Company, or failures by the Company to act, and such act or failure to act has not been corrected within thirty (30) days after written notice of such act or failure to act is given by Executive to the Company; (i) a material adverse change in the nature or status of Executive's job... responsibilities from those set forth in Section 1(a), except in connection with (A) a job change or relocation of Executive that is necessitated by changes in the operation of the business; or (B) a performance-related job change or relocation of Executive that the Company deems necessary to the operation of the business. (ii) a reduction by the Company in Executive's Base Salary as in effect on the date hereof or as the same may be increased from time to time, except in connection with (A) an across-the-board pay reduction for executives of similar status, or (B) a change described in (i)(A) or (i)(B) above; (iii) the failure by the Company to continue to provide Executive with compensation and benefits substantially similar in the aggregate to those enjoyed by Executive on the date hereof under the Company's retirement, 401(k), incentive compensation, life insurance, health and accident or disability plans, or the taking of any action by the Company which would directly or indirectly materially reduce any of such compensation or benefits, except in connection with (A) an across-the-board reduction that impacts executives at Executive's level generally, or (B) a change described in (i)(A) or (i)(B) above; (iv) any purported termination of Executive's employment which is not effected pursuant to a Notice of Termination satisfying the requirements of Section 6 (for purposes of this Agreement, no such purported termination shall be effective). The Executive's right to terminate the Executive's employment for Good Reason shall not be affected by the Executive's incapacity due to physical or mental illness. Unless otherwise agreed to by Executive, the Executive's continued employment shall not constitute consent to, or a waiver of rights with respect to, any act or failure to act constituting Good Reason hereunder. View More

Good Reason. The term "Good Reason" shall (a) have the same meaning ascribed to such term in any employment or severance agreement then in effect between Executive and the Company or one of its subsidiaries or, if no such agreement containing a definition of "Good Reason" is then in effect, (b) mean resignation after the occurrence of one or more of the following events without Executive's consent: (i) the Company's or its subsidiaries material breach of any written employment agreement or this Agreement... that results in a material and adverse change to Executive's rights under the employment agreement or this Agreement, respectively, (ii) a material diminution in the responsibilities or authority of such Executive, (iii) a reduction in Executive's annual base salary or annual bonus opportunities or (iv) relocation of Executive's primary office location by more than 30 miles; provided that no termination pursuant to paragraph (b) above shall be deemed a termination by Executive for "Good Reason" unless (A) Executive shall have delivered written notice to the Company (or if applicable, its subsidiary) specifying the purported Good Reason event within thirty (30) days of its occurrence, (B) the Company (or if applicable, its subsidiary) fails to cure such circumstances within thirty (30) days of receipt of such notice and (C) Executive resigns within ten (10) days of the Company's (or if applicable, its subsidiary's) failure to cure. View More

Good Reason. Means the occurrence of any of the following without the Executive's consent: (i) a material diminution in the Executive's duties as contemplated in the Letter Agreement to which this Agreement is attached, (ii) a material reduction in the Executive's base salary, or (iii) the relocation by the Company of the Executive's place of employment to more than fifty (50) miles from the Company's headquarters in Las Vegas, Nevada; provided, however, that the Executive shall give written notice to the... Company of the applicable event within ninety (90) days of the occurrence thereof, and the Company shall have a period of thirty (30) business days after receipt of such notice to cure the event, and in the event of cure (or the commencement of steps reasonably designed to result in prompt cure), the Executive's assertion of Good Reason shall be null and void. View More

Good Reason. That you resign within 12 months after one of the following conditions has come into existence without your consent: (a) A change in your position with the Company that materially reduces your level of authority or responsibility, except for a change that is reasonably required in connection with a Change in Control; (b) A reduction in your base salary, other than in connection with a general reduction in the salaries of all employees as a result of the financial needs of the Company; or (c)... Receipt of notice that your principal workplace will be relocated more than 30 miles. View More

Good Reason. The occurrence of one of the following without Executive's written consent (i) a reduction by the Company in Executive's base compensation (base salary and target bonus) as in effect immediately prior to such reduction; or (ii) the failure of the Company to obtain the assumption of this Agreement pursuant to Section 8.4