Good Reason

Good Reason. An Eligible Executive's resignation due to the occurrence of any of the following events, unless such Eligible Executive consents to the applicable event: (i) a material diminution in authority, duties, or responsibilities of such Eligible Executive, as compared to the authority, duties, or responsibilities of such individual upon becoming an Eligible Executive; (ii) the requirement that such Eligible Executive relocate his or her principal place of employment by more than fifty (50) miles from... such Eligible Executive's principal place of employment immediately before the Effective Date; or (iii) a reduction of the sum of the Eligible Executive's Base Salary and target annual bonus opportunity by more than ten percent (10%) compared to the rates in effect immediately before the Effective Date; provided, that a general reduction in base salaries and/or target annual bonus opportunities that applies to similarly situated executives shall not constitute Good Reason under this Plan. Notwithstanding the foregoing, any assertion by the Eligible Executive of a resignation for Good Reason will not be effective unless and until the following conditions are met: (A) the Eligible Executive must provide written notice to the Company (in accordance with Section 14(f) hereof) of the existence of the circumstances underlying the Good Reason event within thirty (30) days of the initial existence of such grounds, (B) the Employer fails to cure such circumstances within thirty (30) days of receiving such notice, and (C) the Eligible Executive actually terminates his or her employment no later than ninety (90) days after the first occurrence of the circumstances underlying the Good Reason event if such circumstances are not cured by the Employer in accordance with the foregoing. View More

Good Reason. The occurrence of one or more of the following without Executive's express written consent: (a) the Company demotes Executive from the position set forth in Section 2(b)(i) or materially reduces Executive's responsibilities (including reporting responsibilities) in a manner inconsistent with Executive's position, other than temporarily while Executive is physically or mentally incapacitated to a degree that would constitute a Disability if it continued for the requisite number of days, or as... required by applicable law; (b) the Company materially breaches this Agreement, including, without limitation, by materially reducing Executive's compensation hereunder, including any material benefits or material reimbursements to be provided to Executive hereunder (in each case, other than in connection with an across the board reduction of such compensation, benefits or reimbursements applicable to senior executives of the Company generally); (c) the Company causes Executive to report to a Person other than the Board or a committee thereof; or (d) the Company changes Executive's place of work to a location more than thirty (30) miles from the principal location from which he works as of the date of this Agreement, and such change increases Executive's one-way commute; provided, in each case, that Executive delivers written notice detailing the specific circumstance alleged to constitute Good Reason to the Company within thirty (30) days after Executive has actual knowledge of the initial existence of such circumstance, the Company fails to remedy such circumstance within thirty (30) days after it receives such notice from Executive, and Executive actually terminates his employment within sixty (60) days following the expiration of the Company's cure period described above. Otherwise, any claim of such circumstance as "Good Reason" shall be deemed irrevocably waived by Executive View More

Good Reason. Shall mean the occurrence after a Change in Control of any of the events or conditions described in the following subsections (l) through (5): (1) a change in the Optionee's title, position, duties or responsibilities (including reporting responsibilities) which represents an adverse change from the Optionee's title, position, duties or responsibilities as in effect at any time within 90 days preceding the date of the Change in Control or at any time thereafter; or any removal of the Optionee... from or failure to reappoint or reelect him or her to any one of such offices or positions, except in connection with a disability termination (as described in Section 8(D)(2) of the Plan) or a termination of the Optionee's employment for Cause, as a result of the Optionee's death or by the Optionee other than for Good Reason; (2) a reduction in the Optionee's base salary or any failure to pay the Optionee any compensation or benefits to which the Optionee is entitled within five days after the date due; (3) the Optionee being required by the Company to perform the Optionee's regular duties at any place outside a 30-mile radius from the place where the Optionee's regular duties were performed immediately before the Change in Control, except for reasonably required travel on the Company's business which is not materially greater than such travel requirements in effect immediately before the Change in Control; (4) the failure by the Company to provide the Optionee with compensation and benefits, in the aggregate, at least equal (in opportunities) to those provided for under the compensation and employee benefit plans, programs, and practices in which the Optionee was participating at any time within 90 days preceding the date of a Change in Control or at any time thereafter; or (5) for any Optionee who is a party to a Severance Protection Agreement with the Company, any additional event or condition that constitutes "Good Reason" under such Severance Protection Agreement. Any event or condition described in subsections 1 through 5, above, which occurs before a Change in Control but which the Participant reasonably demonstrates (a) was at the request of a third party who has indicated an intention or taken steps reasonably calculated to effect a Change in Control and who effectuates a Change in Control or (b) otherwise arose in connection with, or in anticipation of, a Change in Control which actually occurs, shall constitute Good Reason for purposes of this Plan notwithstanding that it occurred before the Change in Control. View More

Good Reason. With respect to you, any of the following conditions or actions taken by the Company without Cause and without your consent: (i) a material breach by the Company of an agreement between you and the Company; (ii) the Company materially reduces your base salary or the target percentage eligibility established for your annual bonus, in either case by ≥10%, other than any Company-wide reduction in compensation of employees; (iii) the Company materially reduces your duties, authority or... responsibilities relative to your duties, authority or responsibilities in effect immediately prior to such reduction; provided, however, that the mere conversion of the Company to a subsidiary, division or unit of an acquiring entity in connection with a Change in Control, or a change in your reporting relationships or title following a Change in Control, will not be deemed a material diminution in and of itself; or (iv) the Company relocates the facility that is your principal place of business with the Company to a location more than fifty (50) miles from the immediately preceding location (excluding regular travel in the ordinary course of business); provided, further, that in each case above, in order for your resignation to be deemed to have been for Good Reason, you must first give the Company written notice of the action or omission giving rise to Good Reason within thirty (30) days after the first occurrence thereof; the Company must fail to reasonably cure such action or omission within thirty (30) days after receipt of such notice (the Cure Period), and your resignation must be effective not later than thirty (30) days after the expiration of such Cure Period. View More

Good Reason. Means (i) any diminution in Executive's title, position, authority, duties or responsibilities; re-assignment of Executive's direct reporting relationship to anyone other than the Board; or the assignment to Executive of duties that are inconsistent, in a material respect, with the scope of duties and responsibilities associated with Executive's position (including, but not limited to, the hiring and termination of direct reports and other senior employees); (ii) failure to elect Executive or... re-elect Executive as a member of the Board so long as the Company or any successor entity remains a publicly traded company; (iii) a material reduction in the Executive's annual base salary or target annual bonus opportunity unless such a reduction is part of a program that affects all executives on a consistent basis; (iv) a relocation of the Executive's principal workplace by a distance that exceeds 50 miles, (v) any failure by any successor entity in a Change in Control to assume the obligations of the Company under this Agreement (by operation of law or otherwise); or (vi) any other material breach of this Agreement by the Company. View More

Good Reason. Any of the following actions taken without Cause by the Corporation and without the Participant's consent: (i) material reduction of the Participant's base compensation; or (ii) material reduction of the Participant's authority, duties, or responsibilities; provided, however, that a change in job position (including a change in title) will not be deemed a "material reduction" unless the Participant's new authority, duties, or responsibilities are materially reduced from the prior authority,... duties, or responsibilities and, for clarity, in no event shall a Change in Control as a result of which the Corporation becomes a subsidiary or division of a larger organization and/or ceases to be a publicly-listed company, in and of itself, constitute Good Reason, if the Participant's authority, duties and responsibilities within the Corporation (however the Corporation may be held following such Change in Control) are not materially reduced. In order to resign for Good Reason, the Participant must notify the Corporation of the condition that the Participant believes constitutes Good Reason no more than 60 days after the condition arose, and allow the Corporation 30 days to cure such condition. If the Corporation fails to cure the condition within such period, then the Participant's resignation from all positions the Participant then holds with the Corporation must be effective no later than 60 days after the end of the cure period View More

Good Reason. Any good faith determination made by the Executive (which determination shall be conclusive) that any of the following has occurred: (i) the occurrence, on or after the Agreement Effective Date and during the Coverage Period, of any of the following: (A) the assignment to the Executive of any duties inconsistent in any material adverse respect with the Executive's position (including status, offices, titles and reporting requirements), authority, duties or responsibilities immediately prior to... the Change in Control, or any other action by the Company which results in a diminution in such position, authority, duties or responsibilities, excluding for this purpose an isolated, insubstantial and inadvertent action not taken in bad faith and which is remedied by the Company promptly after receipt of notice thereof given by the Executive in accordance with Section 11(c) of this Agreement; (B) a reduction by the Company in the Executive's rate of annual base salary, benefits (including, without limitation, incentive or bonus pay arrangements, stock plan benefit arrangements, and retirement and welfare plan coverage) and perquisites as in effect immediately prior to the Change in Control or as the same may be increased from time to time thereafter, other than an isolated, insubstantial and inadvertent failure not occurring in bad faith and which is remedied by the Company promptly after receipt of notice thereof given by the Executive in accordance with Section 11(c) of this Agreement; (C) the Company's requiring the Executive to be based at any office or location more than 35 miles from the facility where the Executive is located at the time of the Change in Control or the Company's requiring the Executive to travel on Company business to a substantially greater extent than required immediately prior to the Change in Control Date (but determined without regard to travel necessitated by reason of any anticipated Change in Control); (D) any purported termination by the Company of the Executive's employment otherwise than as expressly permitted by this Agreement; or (E) any failure by the Company to comply with and satisfy Section 10(c) of this Agreement by obtaining satisfactory agreement from any successor to assume and perform this Agreement. (ii) any event or condition described in paragraph (i) of this Section 1(i) which occurs on or after the Agreement Effective Date, but prior to a Change in Control, but was at the request of a third party who effectuates the Change in Control, notwithstanding that it occurred prior to the Change in Control, but such event or condition shall not be considered to actually have occurred until the Change in Control Date View More

Good Reason. (b) "Good Reason" shall mean the Executive's resignation within thirty (30) days following the expiration of any Company cure period (discussed below) following the occurrence of one or more of the following, without the Executive's consent: (i) a material reduction of the Executive's authority, duties or responsibilities; (ii) a reduction of more than ten percent (10%) by the Company (or its successor) in the Executive's base cash compensation as in effect immediately prior to such reduction,... unless the Company also similarly reduces the base cash compensation of all other senior executives of the Company; (iii) a material change in the geographic location of the Executive's primary work facility or location; provided, that a relocation of less than twenty five (25) miles from the Executive's then-present location will not be considered a material change in geographic location; or (iv) following a Change in Control, the failure of the Company to obtain the assumption of the material obligations of this Agreement by any successors. The Executive may not resign for Good Reason without first providing the Company with written notice of the acts or omissions constituting the grounds for "Good Reason" within ninety (90) days of the initial existence of the grounds for "Good Reason" and a reasonable cure period of thirty (30) days following the date the Company receives such notice during which such condition must not have been cured. View More

Good Reason. (i) the failure of the Company to pay the Employee any portion of his salary, including bonuses within 60 days after any such salary or bonus is due and owing or (ii) any meaningful diminution in scope of responsibility or authority, or any reduction of salary or compensation, or those circumstances as described in Section 6 (b)(v)

Good Reason. For purposes of this Agreement, "Good Reason" shall mean the occurrence of one or more of the following without the Executive's consent: (i) a change in the principal location at which the Executive performs his duties for the Company to a new location that is at least forty (40) miles from the prior location without Executives consent; (ii) a material change in the Executive's authority, functions, duties or responsibilities as Chief Executive Officer of the Company, which would cause his... position with the Company to become of less responsibility, importance or scope than his position on the date of this Agreement, provided, however, that such material change is not in connection with the termination of the Executive's employment by the Company for Cause or death or Disability and further provided that it shall not be considered a material change if the Company becomes a subsidiary of another entity and Executive continues to hold the position of Chief Executive Officer in the subsidiary; (iii) a reduction in the Executives annual base salary or (iv) a reduction in Executives Target Annual Bonus as compared to the Target Annual Bonus set for the previous fiscal year. View More