Good Reason

Good Reason. The unilateral relocation by the Company of the Executive's principal work place for the Company to a site more than 60 miles from Boston, Massachusetts , (ii) a material reduction in the Executive's then- current salary without the Executive's consent or (iii) material diminution of the Executive's duties, authority or responsibilities, without the Executive's consent. Executive's duties, authority and responsibility shall be deemed to be the day to day management of legal matters relating to... the operations of the Company's primary business ("ModusLink Supply Chain Business"). For the avoidance of doubt, it is understood and agreed that any Securities and Exchange Commission ("SEC") reporting will be the responsibility of SP Corporate Services LLC ("SP Shared Services") and any SEC investigations will be the responsibility of the Company's Board of Directors. At any point, Executive's employment may be transferred, and this Agreement may be assigned, from the Company to SP Shared Services and Executive may be assigned to report to the General Counsel of SP Shared Services to provide legal services primarily to the Company as described above but also for the SP Shared Services group. Such transfer and assignment shall not constitute a termination of Executive's employment. Notwithstanding the foregoing, Good Reason does not exist if (a) the Executive is assigned or transferred to be employed at the same compensation to SP Shared Services and reports to the General Counsel of SP Shared Services for administrative purposes, and is assigned to provide services primarily to the Company but also for other client companies of SP Shared Services, and is located within 60 miles of Boston, Massachusetts or (b) the Executive is offered a position as the chief legal officer or general counsel of the ModusLink Supply Chain business (or some larger business of any buyer of such business) following the sale of the ModusLink Supply Chain Operations to either a public or private company at the same compensation as the Executive's then current salary and the position is located within 60 miles of Boston Massachusetts. In order to establish "Good Reason" for a termination, the Executive must provide notice to the Company of the existence of the condition giving rise to the "Good Reason" within 90 days following the initial notice of any such potential Change of Control to the Executive, and the Company has 30 days following receipt of such notice to remedy such condition. View More

Good Reason. Means an action taken by the Company, without the Grantee's written consent thereto, resulting in a material negative change in the employment relationship. For these purposes, a "material negative change in the employment relationship" shall include, without limitation, any one or more of the following reasons, to the extent not remedied by the Company within 30 days after receipt by the Company of written notice from the Grantee provided to the Company within 90 days (the "Cure Period") of... the Grantee's knowledge of the occurrence of an event or circumstance set forth in clauses (a) through (e) below specifying in reasonable detail such occurrence: (a) the assignment to the Grantee of any duties materially inconsistent in any respect with the Grantee's position (including status, offices, titles and reporting requirements), authority, duties or responsibilities, or any other material diminution in such position, authority, duties or responsibilities (whether or not occurring solely as a result of the Company's ceasing to be a publicly traded entity); (b) a change in the Grantee's principal office location to a location further away from the Grantee's home which is more than 30 miles from the Grantee's current principal office; (c) the taking of any action by the Company to eliminate benefit plans in which the Grantee participated in or was eligible to participate in immediately prior to a Change of Control without providing substitutes therefor, to materially reduce benefits thereunder or to substantially diminish the aggregate value of the incentive awards or other fringe benefits; provided that if neither a surviving entity nor its parent following a Change of Control is a publicly-held company, the failure to provide stock-based benefits shall not be deemed good reason if benefits of comparable value using recognized valuation methodology are substituted therefor; and provided further that a reduction or elimination in the aggregate of not more than 10% in aggregate benefits in connection with across the board reductions or modifications affecting similarly situated persons of executive rank in the Company or a combined organization shall not constitute Good Reason; (d) any one or more reductions in the Grantee's Base Salary that, individually or in the aggregate, exceed 10% of the Grantee's Base Salary; or (e) any material breach by the Company of the Grantee's Service Agreement (if one exists). In the event that the Company fails to remedy the condition constituting Good Reason during the applicable Cure Period, the Grantee's "separation from service" (within the meaning of Section 409A of the Code) must occur, if at all, within two years following the occurrence of such condition in order for such termination as a result of such condition to constitute a termination for Good Reason. If the Grantee suffers a Disability or dies following the occurrence of any of the events described in clauses (a) through (e) above and the Grantee has given the Company the requisite written notice but the Company has failed to remedy the situation prior to such physical or mental incapacity or death, the Grantee's physical or mental incapacity or death shall not affect the ability of the Grantee or his heirs or beneficiaries, as applicable, to treat the Grantee's termination of employment as a termination for Good Reason. View More

Good Reason. That, on or after the effective date of a Change in Control, the Executive (without Executive's written consent): (i) Has incurred a material reduction in his or her authority or responsibility in comparison to the Executive's authority or responsibility prior to the public announcement of the Change in Control; (ii) Has incurred one or more reductions in his or her 'total compensation' which is defined as follows: (A) any reduction in base salary or (B) any reduction in the target annual bonus... percentage of base salary; or (iii) Has been notified that his or her principal place of work will be relocated by a distance of 50 miles or more. For purposes of this Agreement, 'base salary' shall mean the Executive's annualized base salary as set forth above and as may be subsequently adjusted upward for increases. View More

Good Reason. Shall mean that, on or after the effective date of a Change in Control, the Executive (without Executive's written consent): (i) Has incurred a material reduction in his title, authority, status or responsibility provided, however, that continuing as President of the Company through May 2003 if the Company becomes a subsidiary corporation following a Change in Control shall not constitute Good Reason so long as through May 2003 Executive is also a member of the Board of Directors of the... Company's parent entity and an Executive Vice President of the parent entity and reports directly to the Chief Executive Officer of the parent entity; (ii) Has incurred one or more reductions in his or her "total compensation" which is defined as follows: (A) any reduction in base salary or (B) any reduction in the target annual bonus percentage of base salary; or (iii) Has been notified that his or her principal place of work will be relocated by a distance of 50 miles or more. For purposes of this Agreement, "base salary" shall mean the Executive's annualized base salary as set forth above and as may be subsequently adjusted upward for increases. View More

Good Reason. After the Spin Off, without Executive's express written consent: (i) the failure of the Company to pay or cause to be paid Executive's base salary when due; (ii) a reduction by the Company in Executive's annual base salary, unless such reduction is nondiscriminatory as to Executive and is applied generally to other officers of the Company, with a maximum permissible reduction of 25% over any period of 3 consecutive years commencing after the Spin Off; (iii) a substantial and sustained... diminution in Executive's authority or responsibilities; or (iv) the relocation by the Company of Executive's primary place of employment by more than 50 miles from the [SPECIFY CURRENT LOCATION], unless the Company makes available to Executive a reasonable relocation package to facilitate such relocation; provided that in no event shall the relocation by the Company of Executive's primary place of employment to Cincinnati, Ohio constitute Good Reason hereunder; provided that any of the events described in Clauses (i) through (iv) shall constitute Good Reason only if the Company fails to cure such event within 30 calendar days after receipt from Executive of written notice of the event which constitutes Good Reason; provided, further, that "Good Reason" shall cease to exist for an event on the 60th calendar day following the later of its occurrence or Executive's knowledge thereof, unless Executive has given the Company written notice thereof prior to such date. View More

Good Reason. (i) in the event the Participant is a party to the Employment Agreement "Good Reason" as defined under the Employment Agreement as in effect on the Grant Date; or (ii) in the event the Participant is not a party to the Employment Agreement as in effect on the Grant Date, "Good Reason" shall have the meaning set forth in the Plan.

Good Reason. A Termination of Employment initiated by the Executive upon or within ninety (90) days after one or more of the following events, unless cured by the Company within thirty (30) days following written notice by the Executive to the Company as described in Section 2: (A) any actual change resulting in a material diminution of the authority, duties or responsibilities of the Executive, including without limitation any removal by the Company of the Executive from the employment grade or officer... positions which the Executive holds as of the effective date hereof, except in connection with promotions to a higher office; (B) any material reduction in the Executive's base compensation, which, for purposes of this Agreement, means a reduction in base compensation of ten (10) percent or more that does not apply generally to all executive officers of the Company; (C) any material change in the geographic location at which the Executive must perform services under this Agreement, which, for purposes of this Agreement, means a requirement that the Executive be based at any office or location which is located more than fifty (50) miles from the location where the Executive was based six (6) months immediately prior to the change in location or a requirement that the Executive undertake business travel to an extent substantially greater than is reasonable and customary for the position the Executive holds; or (D) any action or inaction that constitutes a material breach by the Company of this Agreement, including without limitation any failure of the Company to obtain an agreement from any successor of the Company to perform this Agreement in accordance with Section 16 hereof. View More

Good Reason. (a) a material diminution of your authority, duties or responsibilities; or (b) a material reduction in your base salary, which, for purposes of this Award Letter, means a reduction in base salary of 10% or more that does not apply generally to all similarly situated employees of the Company. In order to terminate your employment for Good Reason, you must provide a written notice of termination with respect to your termination for Good Reason to the Company within 90 days after the event... constituting Good Reason has occurred. The Company shall have a period of 30 days in which it may correct the act, or the failure to act, that gave rise to the Good Reason event as set forth in your notice of termination. If the Company does not correct the act, or the failure to act, you must terminate employment for Good Reason within 30 days after the end of the cure period, in order for the termination to be considered a Good Reason termination View More

Good Reason. With respect to the Optionee, shall have the meaning attributed to it under the executed written employment agreement, offer letter or term sheet between the Optionee and the Company (or a subsidiary thereof) or, in the absence of such employment agreement, offer letter or term sheet, "Good Reason" shall be deemed to have occurred if, other than for Cause, during the term of the Optionee's employment with the Company (or a subsidiary thereof) the Optionee's base salary has been reduced or the... method under which the Optionee's bonus is calculated has been amended in a manner materially adverse to the Optionee, other than in connection with a reduction of executive compensation imposed by the Committee generally on management employees in response to negative financial results or other adverse circumstances affecting the Company or its subsidiaries. View More

Good Reason. Shall mean the Employee's voluntary termination, upon 30 days prior written notice to the Company, after any one of the following events: (i) a material reduction or change in job duties, responsibilities and requirements inconsistent with the Employee's position with the Company and the Employee's prior duties, responsibilities and requirements; (ii) a material reduction of the Employee's base compensation; or (iii) the Employee's refusal to relocate to a facility or location more than 30... miles from the Company's current location; provided, however, that a voluntary termination of Employee for any events listed under this Section (c)(i) through (c)(iii) shall not constitute "Good Reason" if such event or events are cured by the Company within thirty (30) days after receipt of written notice from the Employee of Employee's intent to terminate employment pursuant to this Section. View More