Good Reason

Good Reason. Means without your written consent (i) a change in your title of CEO or a material reduction in your duties or responsibilities that is inconsistent with your position, provided that a change in your title CEO following a Change in Control shall not constitute Good Reason so long as you retain substantially the same duties and responsibilities and are the general manager or chief executive of a division or subsidiary that constitutes substantially the business of the Company following the... Change in Control, or (ii) a material reduction in your annual base salary or target bonus (other than in connection with a general decrease in the salary or target bonus of all executives of the Company). View More

Good Reason. (i) without the Participant's prior written consent, the Company reduces Participant's base compensation or the percentage of the Participant's base compensation established as the Participant's maximum target bonus percentage for purposes of the Company's annual cash bonus plan, (ii) any material breach by the Company or its Subsidiaries of this Agreement or the Participant's employment agreement with the Company or one of its Subsidiaries, which breach is not cured within ten (10) business... days following receipt by the Company of written notice of such breach; and (iii) without the Participant's prior written consent, the Company requires the Participant to be based at an office or location that is more than 35 miles from the location at which the Participant was based on the date hereof, other than in connection with reasonable travel requirements of the Company's business. View More

Good Reason. Shall mean any reduction, without Employee's consent, in Employee's status, title, authority, duties, salary, benefits, eligibility for bonuses or location of employment that is more than thirty (30) miles from Employee's current location of employment.

Good Reason. Shall have the meaning specified in your Employment Agreement or Severance Protection Agreement, if any. If there is no such Agreement, or if such Agreement does not define such term, "Good Reason" shall mean your voluntary termination, upon thirty (30) days prior written notice to the Company, following the occurrence of any of the following, provided, that the Company has not cured such event within such thirty (30) days following the receipt of such notice: (a) a material reduction or change... in your job duties, responsibilities and requirements inconsistent with your position with the Company and your prior duties, responsibilities and requirements; (b) any reduction of your base compensation; or (c) your refusal to relocate to a facility or location more than thirty (30) miles from your primary office as of the Grant Date. View More

Good Reason. For termination by the Executive of the Executive's employment shall mean a breach by the Company of any material provision of this Agreement which breach remains uncured for a period of 30 days following the Company's receipt of notice of such breach by the Executive. 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.

Good Reason. (i) a material reduction in Executive's Base Salary; (ii) a material reduction in Executive's authority, responsibilities or duties; or (iii) any material breach of the terms of this Agreement which, as to (i), (ii), and/or (iii) is not cured within thirty (30) days after the Executive's delivery of a written notice of such to Employer, provided that in order for there to be Good Reason, Executive must terminate her employment with the Employer within thirty (30) days following expiration of... the thirty (30) day cure period. It shall not be Good Reason if the shareholders of the Company do not elect or reelect Executive to the Company's Board of Directors. View More

Good Reason. Shall mean (i) the assignment to the Executive of substantial duties adversely and materially inconsistent with the Executive's position (including status, offices, titles and reporting requirements), authority, duties or responsibilities on the Effective Date, (ii) reduction in the Executive's annual base salary or annual targeted bonus opportunity, (iii) relocation of the Company's offices at which the Executive is principally employed to a location more than 50 miles from the prior location,... (iv) the Company's failure to obtain a satisfactory agreement from any successor to assume and agree to perform this Agreement, or (v) the Company's failure to cure a material breach of its obligations under the Agreement. The Executive shall provide the Company written notice of his or her determination that Good Reason exists and an opportunity (not to exceed 30 days without the Executive's consent) to cure any curable event View More

Good Reason. Means without the Grantee's express written consent, the occurrence of any of the following events: (1) either (i) a reduction in any material respect in the Grantee's position(s), duties or responsibilities with the Company, or (ii) an adverse change in the Grantee's reporting responsibilities, titles or offices with the Company, other than, for purposes of clauses (i) and (ii), a reduction or adverse change attributable to the fact that the Company is no longer a publicly-held company; (2) a... reduction of 10 percent (10%) or more in the Grantee's rate of annual base salary; (3) any requirement of the Company that the Grantee be based more than 50 miles from the facility where the Grantee is based on the date of grant; or (4) the failure of the Company to provide the Grantee with target bonus opportunities and employee benefits (excluding equity-based compensation, equity-based benefits and nonqualified deferred compensation) that are substantially comparable in the aggregate to the target bonus opportunities and employee benefits provided to the Grantee by the Company and its affiliated companies immediately prior to the date of grant; provided, however, that an isolated, insubstantial and inadvertent action taken in good faith and which is remedied by the Company or any of its affiliated companies promptly after receipt of notice thereof given by the Grantee shall not constitute Good Reason. View More

Good Reason. (i) implements a material adverse change in the overall level of the responsibilities and/or duties of the Executive; (ii) reduces Executive's base compensation, with the base compensation meaning the Executive's Salary, Benefits and Stock Options; (iii) implements a material adverse change in the terms of Executives performance bonus program for calendar years subsequent to 2006, unless offset by an increase in other compensation; (iv) requires that Executive change his primary work location... by more than fifty (50) miles or; (v) creates a material breach of this Agreement by the Employer that continues for more than thirty (30) days after Executive gives written notice to the Employer regarding such breach. View More

Good Reason. (1) implements a material adverse change in the overall level of the responsibilities and/or duties of the Executive; (2) reduces Executive's base compensation, with the base compensation meaning the Executive's salary, benefits and Long Term Incentive Plan award; (3) implements a material adverse change in the terms of Executive's Short Term Incentive Plan award for calendar years beginning subsequent to the Effective Date, unless offset by an increase in other compensation; (4) requires that... Executive change his primary work location by more than fifty (50) miles or; (5) creates a material breach of this Agreement by the Employer that continues for more than thirty (30) days after Executive gives written notice to the Employer regarding such breach. View More