Good Reason

Good Reason. In connection with a termination by Executive means the occurrence of any of the following without Executive's written consent (except in connection with the termination of the employment of Executive by the Employer for Cause or Disability): (i) a material diminution in the Executive's Base Annual Salary; (ii) a material diminution in the Executive's authority, duties, or responsibilities; (iii) a material change in geographic location at which the Executive must perform the services; or (iv)... any other action or inaction that constitutes a material breach by the Company of the terms of this Agreement. View More

Good Reason. As defined by Treasury Regulation § 1.409A-1(n)(2)

Good Reason. Shall include any of the following: (i) Parent's assignment to the Employee of duties inconsistent with, or a substantial alteration in the nature of, the Employee's responsibilities in effect immediately prior to the Change in Control; (ii) (A) a reduction in either the Employee's salary or target bonus (if a target bonus has been established for the Employee) as each is in effect on the date of a Change in Control, or (B) the discontinuance or material adverse alteration of any material... pension, welfare or fringe benefit enjoyed by Employee on the date of a Change in Control; (iii) Parent's relocation of the Employee to any place in excess of 50 miles from the Employee's place of employment immediately prior to the Change in Control without the Employee's written consent, except for reasonably required travel by the Employee on Parent's business; (iv) any material breach by Parent of any provision of this Agreement, if such material breach has not been cured within 30 days following written notice by the Employee to Parent of such breach setting forth with specificity the nature of the breach; or (v) any failure by Parent to obtain the assumption of this Agreement by any successor (by merger, consolidation or otherwise) or assign of Parent. View More

Good Reason. Means the occurrence of any of following events or conditions during the Term unless Executive has expressly consented in writing thereto or unless the event is remedied by the Company or its successor promptly after receipt of notice thereof given by the Executive: (i) removal of Executive from Executive's position as Chief Executive Officer; (ii) material reduction of Executive's duties or responsibilities or the assignment to Executive of duties materially inconsistent with the position of... Chief Executive Officer, including requiring the Executive to report to anyone other than the Board or any committee thereof; (iii) reduction of Executive's Base Salary as then in effect; (iv) the Company requiring the Executive to be based at a location more than forty (40) miles from the existing location; or (v) any material breach of this Agreement by the Company, which after notice by the Executive is not cured within thirty (30) days thereafter. View More

Good Reason. Means the occurrence of any of the following events or conditions, unless Executive has expressly consented in writing thereto or unless the event is remedied by the Company or its successor promptly after receipt of notice thereof given by the Executive: (i) the Company's requiring the Executive to be based at a location more than 10 miles from the existing corporate headquarters; or (ii) any material breach of this Agreement by the Company (including any material reduction in duties or... salary), which after notice by the Executive is not cured within 30 days thereafter. View More

Good Reason. Means, following a Change in Control: (i) any material reduction in Executive's salary below the level of Base Salary or (ii) any material adverse change in Executive's duties, title or responsibilities; provided, however, that Good Reason shall not be deemed to have occurred unless Executive gives WCI thirty (30) days written notice, and within such thirty (30) day period, the Company does not restore Executive's Base Salary or restore Executive to the prior position, in which event Good... Reason shall be deemed to have occurred at the time of the giving of such written notice. View More

Good Reason. Means, without the consent of Executive, (i) a material diminution in Executive's Base Salary, (ii) a material diminution in Executive's authority, duties, or responsibilities, (iii) any change of Executive's principal office location to a location more than 100 miles from Columbus, Ohio, or (iv) any other action or inaction that constitutes a material breach by the Employer of this Agreement.

Good Reason. With respect to any Participant, the occurrence of any of the following events after a Change of Control, without the Participant's prior written consent: (i) a reduction in the Participant's Base Salary; (ii) a material diminution in the Participant's responsibilities, duties or authorities in comparison to the responsibilities, duties or authorities of the Participant immediately prior to the Change of Control; (iii) a material diminution in the responsibilities, duties or authorities of the... individual or body to whom the Participant reports, (iv) an assignment of the Participant to an office more than fifty (50) miles from the location where the Participant was based and performed services immediately prior to the Change of Control, provided that such change is a material change in the geographic location of the Participant's office, or (v) a material breach by the Company of the Participant's employment agreement or any other agreement under which the Participant provides services View More

Good Reason. The occurrence of any one or more of the following conditions without the consent of the Executive: (a) any material diminution of (i) the Executive's authority, duties or responsibilities; (ii) the authority, duties or responsibilities of the individual or group to whom the Executive reports, or (iii) the Executive's budgetary authority; (b) any material failure by the Company to comply with any of the provisions of Section 2(a)(1) or Section 2(b); (c) any purported termination by the Company... of the Executive's employment otherwise than as expressly permitted by this Agreement; or (d) any failure by the Company to comply with and satisfy Section 9(c) View More

Good Reason. For purposes of this Agreement, "Good Reason" shall mean the termination by Executive of Executive's employment with the Company and all its affiliates and subsidiaries that are considered a single employer within the meaning of Sections 414(b) and 414(c) of the Code which is due to (i) a material diminution of Executive's responsibilities, or working conditions, or duties; (ii) a material diminution in the Executive's base salary; (iii) a material negative change in the terms or status of this... Agreement; or (iv) a relocation, without Executive's consent, of the Executive's office more than 100 miles from its location at the commencement of this Agreement; provided, however, the Executive shall provide written notice to the Company of the initial existence of the condition causing the change in terms or status no more than ninety (90) days after the change in terms or status occurs and the Company shall have thirty (30) days to resolve the issue causing the change in terms or status. If the Company resolves such issue, then Executive's employment shall not be subject to the Good Reason provisions of this Agreement as to such issue. View More