Good Reason
Good Reason. As defined in an employment agreement between the Company or any of its Affiliates and the Participant or, if not defined therein or if there is no such agreement, "Good Reason" means (i) the failure of the Company to pay or cause to be paid the Participant's base salary or annual bonus when due or (ii) any substantial and sustained diminution in the Participant's authority or responsibilities materially inconsistent with the Participant's position; provided that either of the events described...
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Found in
TIME WARNER INC. contract
Good Reason. The occurrence of any one or more of the following events, without Executive's consent, which continues uncured for a period of not less than thirty (30) days following written notice given by Executive to the Company within thirty (30) days following the occurrence of such event: (i) a material and adverse change in Executive's title or duties(excluding any changes in such duties resulting from the Company becoming part of a larger entity pursuant to a Change of Control) or base salary; or...
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Found in
VERMILLION, INC. contract
Good Reason. (i) a reduction of more than 10% in the sum of Executive's annual base salary and target bonus from those in effect as of the date of this Agreement, (ii) Executive's mandatory relocation to an office more than 50 miles from the primary location at which Executive is required to perform Executive's duties immediately prior to the date of this Agreement or (iii) failure of a successor company to assume or fulfill the obligations under this Agreement
Found in
SEARS HOLDINGS CORP contract
Good Reason. Any of the events described herein that occur without Executive's prior written consent: (i) any reduction in Executive's Annual Base Salary, Target Bonus Percentage, or title except as permitted hereunder, (ii) any failure to pay Executive's compensation hereunder when due; (iii) any material breach by the Company of a term hereof; (iv) relocation of Executive's primary workplace to a location that is more than fifty (50) miles from the office where Executive is then assigned to work as...
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Found in
CCO HOLDINGS LLC contract
Good Reason. The Executive shall have "Good Reason" to terminate his employment hereunder if (i) the Company fails to make payment of amounts due to Executive hereunder within thirty (30) days after Executive has made written demand therefor upon Company; (ii) Company commits a material breach of its obligations under this Agreement and fails to cure such breach after a thirty (30) day written notice thereof; (iii) if, after a Change of Control, the principal duties of Executive are required to be performed...
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Good Reason. Means the occurrence, on or after the occurrence of a Change in Control, of any of the following (except with Employee's written consent or resulting from an isolated, insubstantial and inadvertent action not taken in bad faith and which is remedied by Employer or its Affiliate promptly after receipt of notice thereof from Employee): (i) Employer or an Affiliate reduces Employee's Base Salary (as defined in Subparagraph 8(a) below); (ii) Employer discontinues its bonus plan in which Employee...
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Found in
Wynn Resorts Ltd contract
Good Reason. Shall mean the occurrence during the Employment Period, without the express written consent of the Employee, of any of the following: (a) any adverse alteration in the nature of the Employee's reporting responsibilities, titles, or offices, or any removal of the Employee from, or any failure to reelect the Employee to, any such positions, except in connection with a termination of the employment of the Employee for Cause, permanent disability, or as a result of...
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Found in
Regis Corporation contract
Good Reason. The occurrence, without the Executive's consent and without Cause, of any of the following events after or in connection with a Change in Control (provided that the Executive shall have given the Company written notice describing such event within ninety (90) days of its initial existence and the matter shall not have been fully remedied by the Company within thirty (30) days after receipt of such notice): (i) any reduction of the Executive's annual base salary or target bonus as in effect at...
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Found in
PTC Inc contract
Good Reason. (i) the material reduction of the Executive's duties or responsibilities relative to Executive's duties or responsibilities in effect immediately prior to such reduction; provided, however, that a reduction in duties or responsibilities solely by virtue of the Company being acquired and made part of a larger entity (as, for example, when the Chief Financial Officer of Natus Medical Incorporated remains as such following a Change of Control and is not made the Chief Financial Officer of the...
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Found in
Natus Medical Incorporated contract
Good Reason. (i) a reduction by the Company in the base salary of the Executive as in effect immediately prior to such reduction, except where a substantially equivalent percentage reduction in base salary is applied to all other officers of the Company; (ii) a material reduction by the Company in the kind or level of employee benefits to which the Executive is entitled immediately prior to such reduction with the result that the Executive's overall benefits package is significantly reduced, except where a...
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