Good Reason

Good Reason. As 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" therein, Good Reason means (i) the failure termination of the Participant's Employment by the Participant because of a breach by the Company or any Affiliate of any employment agreement to pay or cause to be paid which 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 Participant is a party; provided, that either of the events described in clauses (i) and (ii) will constitute Good Reason only if the Company fails to cure such event within 30 days after receipt from the Participant of written notice of the event which constitutes Good Reason; provided, further, that "Good Reason" will cease to exist for an event on the sixtieth (60th) day following the later of its occurrence or the Participant's knowledge thereof, unless the Participant has given the Company written notice of his or her termination of employment for Good Reason prior to such date. View More

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, therein, "Good Reason" means (i) the failure termination of the Company to pay or cause to be paid Participant's Employment by 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 Participant because of the events described in clauses (i) and (ii) will constitute Good Reason only if a breach by the Company fails or any Affiliate of any employment agreement to cure such event within 30 days after receipt from which the Participant of written notice of the event which constitutes Good Reason; is a party; provided, further, that "Good Reason" will cease to exist for an event on the sixtieth (60th) day following the later of its occurrence or the Participant's knowledge thereof, unless the Participant has given the Company written notice of his or her termination of employment for Good Reason prior to such date. View More

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, therein, "Good Reason" means (i) the failure termination of the Company to pay or cause to be paid Participant's Employment by 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 Participant because of the events described in clauses (i) and (ii) will constitute Good Reason only if a breach by the Company fails or any Affiliate of any employment agreement to cure such event within 30 days after receipt from which the Participant of written notice of the event which constitutes Good Reason; is a party; provided, further, that "Good Reason" will cease to exist for an event on the sixtieth (60th) day following the later of its occurrence or the Participant's knowledge thereof, unless the Participant has given the Company written notice of his or her termination of employment for Good Reason prior to such date. View More

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 duties (excluding any changes in such duties resulting from the Company becoming part of a larger entity pursuant to a Change of Control) or in Executive's base salary; or (ii) Executive being required to relocate to an office location more than 50 miles from Executive's current office in Austin, Texas. Should Executive be required and agree to relocate from Executive's current office in Austin, Texas, all reasonable moving expenses to relocate Executive's office and private residence shall be paid for and billed directly to Company. salary. In addition, Executive must actually terminate Executive's employment with the Company within six months following the initial existence of the condition described above in (i) and (ii) giving rise to Good Reason. View More

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 duties (excluding any changes in such duties resulting from the Company becoming part of a larger entity pursuant to a Change of Control) or in Executive's base salary; or (ii) Executive being required to relocate to an office location more than 50 fifty (50) miles from Executive's current office in Austin, Texas. Farmington, Connecticut. Should Executive be required and agree to relocate from Executive's current office in Austin, Texas, Farmington, Connecticut, all reasonable moving expenses to relocate Executive's office and private residence shall be paid for and billed directly to Company. Company, with all reimbursements being requested and made within one (1) year after being incurred. In addition, Executive must actually terminate Executive's employment with the Company within six (6) months following the initial existence of the condition described above in (i) and (ii) giving rise to Good Reason. View More

Good Reason. The occurrence of any one or more of the following events, without 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 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; salary, or (ii) Executive being required to relocate to an office location more than 50 miles from Executive's current office in Austin, Texas. Should Executive be required and agree to relocate from Executive's current office in Austin, Texas, all reasonable moving expenses to relocate Executive's office and private residence shall be paid for and billed directly to Company. In addition, Executive must actually terminate Executive's employment with the Company within six months following the initial existence of the condition described above in (i) and (ii) giving rise to Good Reason. View More

Good Reason. Without Executive's written consent, (i) a reduction of more than 10% ten percent (10%) in the sum of Executive's annual base salary and target bonus from those in effect as of the date of this Agreement, Agreement; (ii) Executive's mandatory relocation to an office more than 50 fifty (50) miles from the primary location at which Executive is required to perform Executive's duties immediately prior to the date of this Agreement Agreement; or (iii) any other action or inaction that constitutes a... material breach of the terms of this Agreement, including failure of a successor company to assume or fulfill the obligations under this Agreement Agreement. View More

Good Reason. (i) a reduction of more than 10% ten percent (10%) in the sum of Executive's annual base salary and target bonus from those in effect as of the date of this Agreement, Agreement; (ii) Executive's mandatory relocation to an office more than 50 fifty (50) miles from the primary location at which Executive is required to perform Executive's duties immediately prior to the date of this Agreement Agreement; or (iii) any other action or inaction that constitutes a material breach of the terms of this... Agreement, including failure of a successor company to assume or fulfill the obligations under this Agreement Agreement. View More

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) a change in reporting relationship such that Executive reports to anyone other than the Chief Executive Officer, the Chairman of the Board, the Board of directors, (iii) a reduction in title or a material diminution in duties, (iv) 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) (v) failure of a successor company to assume or fulfill the obligations under this Agreement View More

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... Executive's principal office; (v) a transfer or reassignment to another executive of material responsibilities that have been assigned to Executive (and were not identified by the Company to be assigned only on an interim basis at the time of assignment or thereafter) and generally are part of the responsibilities and functions assigned to a Chief Technology Officer an Executive Vice President, Operations and Marketing of a public corporation or (vi) unless a Non-renewal Notice has been delivered to Executive at any change in reporting structure such that Executive no longer reports directly time within one hundred ninety (190) days prior to the Chief Executive Officer (or equivalent position, if there is no Chief Executive Officer) end of the term of this Agreement (in each case of (i) through (vi) (v) only if Executive objects in writing within 30 days after being informed of such events and unless Company retracts and/or rectifies the claimed Good Reason within 30 days following Company's receipt of timely written objection from Executive); (vii) (vi) if within six months after a Change of Control, Executive has not received an offer from the surviving company to continue in his or her position immediately prior to such Change of Control under at least the same terms and conditions (except that the value of equity̵ 2;based equity-based compensation after such Change of Control need only be commensurate with the value of equity—based equity-based compensation given to executives with equivalent positions in the surviving company, if any) as set herein; (viii) the Company's decision not to renew this Agreement at the end of its term, or (ix) (vii) the failure of a successor to the business of the Company to assume the Company's obligations under this Agreement in the event of a Change of Control during its term. View More

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... Executive's principal office; (v) a transfer or reassignment to another executive of material responsibilities that have been assigned to Executive (and were not identified by the Company to be assigned only on an interim basis at the time of assignment or thereafter) and generally are part of the responsibilities and functions assigned to a Chief Technology Executive Officer of a public corporation or (vi) any change in reporting structure such that Executive no longer reports directly to the Chief Executive Officer (or equivalent position, if there is no Chief Executive Officer) Board (in each case (i) "(i)" through (vi) "(vi)" only if Executive objects in writing within 30 90 days after being informed of such events and unless Company retracts and/or rectifies the claimed Good Reason within 30 days following Company's receipt of timely written objection from Executive); (vii) if within six months after a Change of Control, Executive has not received an offer from the surviving company to continue in his or her position immediately prior to such Change of Control under at least the same terms and conditions (except that the value of equity̵ 2;based equity-based compensation granted or earned after such Change of Control need only be commensurate with the value of equity—based equity-based compensation given to executives with equivalent positions in the surviving company, if any) as set herein; (viii) the Company's decision not to renew this Agreement at delivery of a notice of non-renewal of the end of its term, or Term, (ix) the failure of a successor to the business of the Company to assume the Company's obligations under this Agreement in the event of a Change of Control during its term. term or (x) the expiration of six (6) months after a Change in Control (it being intended hereby that Executive can resign in his discretion for any reason within 30 days after six (6) months have expired after a Change in Control and such resignation shall be treated as having been for Good Reason hereunder). View More

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... Executive's principal princi pal office; (v) a transfer or reassignment to another executive of material responsibilities that have been assigned to Executive (and were not identified by the Company to be assigned only on an interim basis at the time of assignment or thereafter) and generally are part of the responsibilities and functions assigned to a Chief Technology Officer of a public corporation or (vi) any change in reporting structure such that Executive no longer reports directly to the Chief officer (by function) to whom Executive Officer reports at the time of the execution of this Agreement (or equivalent position, position if there is no Chief Executive Officer) the Company has changed functional responsibilities of its senior executive staff) (in each case (i) "(i)" through (vi) "(v)" only if Executive objects in writing within 30 days after being informed of such events and unless Company retracts and/or rectifies the claimed Good Reason within 30 days following Company's receipt of timely written objection from Executive); (vii) (vi) if within six months after a Change of Control, Executive has not received an offer from the surviving company to continue in his or her an equivalent position immediately prior to such Change in terms of Control under at least the same terms title, responsibility and conditions compensation (except that the value of equity̵ 2;based equity-based compensation after such Change of Control need only be commensurate with the value of equity—based equity-based compensation given to executives with equivalent positions in the surviving company, if any) as set herein; (viii) (vii) the Company's decision not to renew this Agreement at the end of its term, or (ix) (viii) the failure of a successor to the business of the Company to assume the Company's obligations under this Agreement in the event of a Change of Control during its term. View More

Good Reason. The Executive shall have "Good Reason" “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 at a location other than the Greensboro, North Carolina metropolitan area without his consent; (iv) if Executive elects to terminate his employment by written notice to the Company within the 180 day period following a Change of Control; (v) there is a material adverse change in Executive's Executive’s job titles, duties, responsibilities, perquisites granted hereunder or authority without his consent; and (vi) the Company's Company’s headquarters are relocated outside of the Greensboro, North Carolina Metropolitan area without Executive's consent. Executive’s consent View More

Good Reason. The Executive shall have "Good Reason" '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 at a location other than the Greensboro, North Carolina metropolitan area without his consent; or (iv) if Executive elects to terminate his employment by written notice to the Company within the 180 day period following a Change of Control; (v) there is a material adverse change in Executive's job titles, duties, responsibilities, perquisites granted hereunder or authority without his consent; and (vi) the Company's headquarters are relocated outside of the Greensboro, North Carolina Metropolitan area without Executive's consent. Control. View More

Good Reason. The Executive shall have "Good Reason" to terminate his her 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 at a location other than the Greensboro, North Carolina metropolitan area without his her consent; or (iv) if Executive elects to terminate his her employment by written notice to the Company within the 180 day period following a Change of Control; (v) there is a material adverse change in Executive's job titles, duties, responsibilities, perquisites granted hereunder or authority without his consent; and (vi) the Company's headquarters are relocated outside of the Greensboro, North Carolina Metropolitan area without Executive's consent. Control. View More

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... participates as in effect immediately before the Change in Control without immediately replacing such bonus plan with a plan that is the substantial economic equivalent of or such bonus plan, or amends such bonus plan so as to materially reduce Employee's potential bonus at any given level of economic performance of Employer or its successor entity; (iii) Employer materially reduces the aggregate benefits and or perquisites to Employee from those being provided immediately before the Change in Control; Employee; (iv) Employer or any of its Affiliates requires Employee to change the location of Employee's job or office, so that Employee will be based at a location more than 25 10 miles from the location of Employee's job or office immediately before the Change present residence in Control; New York, New York; (v) Employer or any of its Affiliates reduces Employee's responsibilities or directs Employee to report to a person of lower rank or responsibilities other than the person to whom Employee reported immediately before the Change in Control; Wynn; or (vi) the any successor to Employer fails or refuses expressly to assume in writing the obligations of Employer under this Agreement. 5 For purposes of this Agreement, a determination by Employee that Employee has "Good Reason" Good Reason shall be final and binding on Employer and Employee absent a showing of bad faith on Employee's part. View More

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 Subsection 8(a) below); (ii) Employer discontinues its bonus plan in which... Employee participates as in effect immediately before the Change in Control without immediately replacing such bonus plan with a plan that is the substantial economic equivalent of such bonus plan, or amends such bonus plan so as to materially reduce Employee's potential bonus at any given level of economic performance of Employer or its successor entity; (iii) Employer materially reduces the aggregate benefits and perquisites to Employee from those being provided immediately before the Change in Control; (iv) Employer or any of its Affiliates requires Employee to change the location of Employee's job or office, so that Employee will be based at a location more than 25 miles from the location of Employee's job or office immediately before the Change in Control; (v) Employer or any of its Affiliates reduces Employee's responsibilities or directs Employee to report to a person of lower rank or responsibilities than the person to whom Employee reported immediately before the Change in Control; or (vi) (v) the successor to Employer fails or refuses expressly to assume in writing the obligations of Employer under this Agreement. 5 For purposes of this Agreement, a determination by Employee that Employee has "Good Reason" shall be final and binding on Employer and Employee absent a showing of bad faith on Employee's part. View More

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) 7(a) below); (ii) Employer discontinues its bonus plan in which... Employee participates as in effect immediately before the Change in Control without immediately replacing such bonus plan with a plan that is the substantial economic equivalent of such bonus plan, or amends such bonus plan so as to materially reduce Employee's potential bonus at any given level of economic performance of Employer or its successor entity; 5 (iii) Employer materially reduces the aggregate benefits and perquisites to Employee from those being provided immediately before the Change in Control; provided; (iv) Employer or any of its Affiliates requires Employee to change the location of Employee's job or office, so that Employee will be based at a location more than 25 miles from the location of Employee's job or office immediately before the Change in Control; office; (v) Employer or any of its Affiliates reduces Employee's responsibilities or directs Employee to report to a person of lower rank or responsibilities than the person to whom Employee reported immediately before the Change in Control; reported; or (vi) the successor to Employer fails or refuses expressly to assume in writing the obligations of Employer under this Agreement. 5 For purposes of this Agreement, a determination by Employee that Employee has "Good Reason" shall be final and binding on Employer and Employee absent a showing of bad faith on Employee's part. View More

Good Reason. Shall mean the occurrence during the Employment Period, without the express written consent of the Employee, Executive, of any of the following: (a) any adverse alteration in the nature of the Employee's Executive's reporting responsibilities, titles, or offices, or any removal of the Employee Executive from, or any failure to reelect the Employee Executive to, any such positions, except in connection with a termination of the employment of the Employee Executive for Cause, permanent... disability, or as a result of the Employee's Executive's death or a termination of employment by the Employee Executive other than for Good Reason; (b) a material reduction by the Corporation in the Employee's Executive's Base Salary then in effect (other than any such reduction that is part of an across-the-board reduction of base salaries for all officers senior executive employees provided the percentage reduction in the Employee's Executive's Base Salary is commensurate with the percentage reduction in the base salaries for all other officers); senior executive employees); (c) failure by the Corporation to continue in effect (without substitution of a substantially equivalent plan or a plan of substantially equivalent value) any compensation plan, bonus or incentive plan, stock purchase plan, stock option plan, life insurance plan, health plan, disability plan or other benefit plan or arrangement in which the Employee Executive is then participating; (d) any material breach by the Corporation of any provisions of this Agreement; 11 (e) the requirement by the Corporation that the Employee's Executive's principal place of employment be relocated more than thirty (30) miles from the Corporation's address for notice in Section 11(i); 11(h); or (f) the Corporation's failure to obtain a satisfactory agreement from any successor to assume and agree to perform Corporation's obligations under this Agreement; provided that the Employee Executive notifies the Corporation of such condition set forth in clause (a), (b), (c), (d), (e) or (f) within ninety (90) days of its initial existence and the Corporation fails to remedy such condition within thirty (30) days of receiving such notice. View More

Good Reason. Shall mean the occurrence during the Employment Period, occurrence, without the express written consent of the Employee, Executive, of any of the following: (a) the assignment to the Executive of any duties inconsistent with the Executive's authorities, positions, duties, responsibilities and status with the Corporation, or any adverse alteration in the nature of the Employee's Executive's reporting responsibilities, titles, or offices, or any removal of the Employee Executive from, or any... failure to reelect the Employee Executive to, any such positions, except in connection with a termination of the employment of the Employee Executive for Cause, permanent disability, or as a result of the Employee's Executive's death or a termination of employment by the Employee Executive other than for Good Reason; (b) a material reduction by the Corporation in the Employee's Executive's Base Salary then in effect (other than any such reduction that is part of an across-the-board reduction of base salaries for all officers provided the percentage reduction in the Employee's Base Salary is commensurate with the percentage reduction in the base salaries for all other officers); effect; (c) failure by the Corporation to continue in effect (without substitution of a substantially equivalent plan or a plan of substantially equivalent value) any compensation plan, bonus or incentive plan, stock purchase plan, stock option plan, life insurance plan, health plan, disability plan or other benefit plan or arrangement in which the Employee is then participating; (d) any material breach by the Corporation of any provisions of this Agreement; (e) (d) the requirement by the Corporation that the Employee's Executive's principal place of employment be relocated more than thirty (30) miles from the Corporation's address for notice in Section 11(i); 12(h); or (f) (e) the Corporation's failure to obtain a satisfactory agreement from any successor to assume and agree to perform Corporation's obligations under this Agreement; provided that the Employee Executive notifies the Corporation of such condition set forth in clause (a), (b), (c), (d), (d) or (e) or (f) within ninety (90) days of its initial existence and the Corporation fails to remedy such condition within thirty (30) days of receiving such notice. View More

Good Reason. Shall mean the occurrence during the Employment Period, The occurrence, 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 the Employee's... death or a termination of employment by the Employee other than for Good Reason; (b) a material reduction by the Corporation in the Employee's Base Salary base salary as then in effect (other than any such reduction that is part of an across-the-board reduction of base salaries for all officers provided the percentage reduction in the Employee's Base Salary is commensurate with the percentage reduction in the base salaries for all other officers); effect; (c) failure by the Corporation to continue in effect (without substitution of a substantially equivalent plan or a plan of substantially equivalent value) any compensation plan, bonus or incentive plan, stock purchase plan, stock option plan, life insurance plan, health plan, disability plan or other benefit plan or arrangement in which the Employee is then participating; (d) any material breach by the Corporation of any provisions of this the Agreement; (e) the requirement by the Corporation that the Employee's principal place of employment be relocated more than outside of a thirty (30) miles mile radius from the Corporation's address for notice in Section 11(i); its existing location; or (f) the Corporation's failure to obtain a satisfactory agreement from any successor to assume and agree to perform Corporation's obligations under this the Agreement; provided that the Employee notifies the Corporation of such condition set forth in clause (a), (b), (c), (d), (e) or (f) within ninety (90) 90 days of its initial existence and the Corporation fails to remedy such condition within thirty (30) 30 days of receiving such notice. notice View More

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... the date of the Change in Control; provided that any such reduction (not exceeding fifteen percent (15%) of either (A) such base salary or (B) the sum of such base salary and such target bonus) that is consistent with similar actions taken with respect to the base salaries and/or target bonuses of the other senior executives of the Company PTC shall not constitute Good Reason; (ii) any material reduction in the aggregate benefits for which the Executive is eligible under the Company's benefit plans, including medical, dental, vision, basic life insurance, retirement, paid time off, long-term disability and short-term disability plans; provided that any such reduction or other action that is consistent with similar actions taken with respect to comparable benefits of the Company employees generally shall not constitute Good Reason; (iii) a material diminution in the substantive responsibilities or the scope of the Executive's position, taking into consideration, without limitation, the dollar amount of the budget and the number of employees for which the Executive has responsibility (and a reduction of more than ten percent (10%) in such dollar amount or such number from that which was applicable at the date of the Change in Control shall be deemed a "material diminution" unless it is comparable to similar reductions then applicable to the Company's PTC's executive officers generally); (iv) any breach by the Company PTC of its material obligations under this Agreement; (v) any failure by the Company PTC to obtain the assumption of this Agreement by any successor or assign of the Company; PTC; or (vi) any requirement that the Executive relocate to a primary work site that would increase the Executive's one-way commute distance by more than fifty (50) miles from the Executive's then principal residence. View More

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 from the... respective amount (x) in effect at the date of the Change in Control; Control or (y) otherwise required by this Agreement; provided that any such reduction (not exceeding fifteen percent (15%) of either (A) such base salary or (B) the sum of such base salary and such target bonus) that is consistent with similar actions taken with respect to the base salaries and/or target bonuses of the other senior executives of the Company shall not constitute Good Reason; (ii) any material reduction in the aggregate benefits for which the Executive is eligible under the Company's benefit plans, including medical, dental, vision, basic life insurance, retirement, paid time off, long-term disability and short-term disability plans; provided that any such reduction or other action that is consistent with similar actions taken with respect to comparable benefits of the Company employees generally shall not constitute Good Reason; (iii) the failure to (A) install the Executive in the position of Chief Executive Officer of the Company on the Commencement Date or (B) maintain the Executive in the position of Chief Executive Officer of the Company from and after the Commencement Date; (iv) a material diminution in the substantive responsibilities or the scope of the Executive's position, taking into consideration, without limitation, the dollar amount authority or responsibilities; provided that no diminution of authority or responsibilities resulting from a sale or spin-off of a product line, business unit or line of business of the budget and the number of employees for which the Executive has responsibility (and Company that does not constitute a reduction of more than ten percent (10%) in such dollar amount or such number from that which was applicable at the date of the Change in Control under Section 1(d)(iv) shall be deemed a "material diminution" unless it is comparable to similar reductions then applicable to the Company's executive officers generally); (iv) constitute Good Reason; (v) any breach by the Company of its material obligations under this Agreement; (v) (vi) any failure by the Company to obtain the assumption of this Agreement by any successor or assign of the Company; or (vi) (vii) any requirement that the Executive relocate to a primary work site that would increase the Executive's one-way commute distance by more than fifty (50) miles from the Executive's then principal residence. View More

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 set by the date Board of Directors or a committee of the Change in Control; Board of Directors for the respective year; provided that any such reduction (not exceeding fifteen percent (15%) of either (A) such base salary or (B) the sum of such base salary and such target bonus) that is consistent with similar actions taken with respect to the base salaries and/or target bonuses of the other senior executives of the Company shall not constitute Good Reason; (ii) any material reduction in the aggregate value of the following benefits, taken as a whole: (A) benefits for which the Executive is eligible under the Company's benefit plans, including medical, dental, vision, basic life insurance, retirement, paid time off, insurance and retirement plans and (B) the Executive's supplemental long-term disability and short-term disability plan, or any other action by the Company that would materially adversely affect the Executive's participation under any such plans; provided that any such reduction or other action that is consistent with similar actions taken with respect to comparable benefits of the other senior executives of the Company employees generally shall not constitute Good Reason; (iii) the failure to maintain the Executive in the position of Chief Executive Officer of the Company or a material diminution in the substantive responsibilities or the scope of the Executive's position, taking into consideration, without limitation, the dollar amount authority or responsibilities; provided that no diminution of authority or responsibilities resulting from a sale or spin-off of a product line, business unit or line of business of the budget and the number of employees for which the Executive has responsibility (and Company that does not constitute a reduction of more than ten percent (10%) in such dollar amount or such number from that which was applicable at the date of the Change in Control under Section 1(b)(iv) shall be deemed a "material diminution" unless it is comparable to similar reductions then applicable to the Company's executive officers generally); constitute Good Reason; (iv) any breach by the Company of its material obligations under this Agreement; (v) any failure by the Company to obtain the assumption of this Agreement by any successor or assign of the Company; or (vi) any requirement that the Executive relocate to a primary work site that would increase the Executive's one-way commute distance by more than fifty (50) miles from the Executive's then principal residence. View More

Good Reason. (i) the material reduction of the Executive's Employee's duties or responsibilities relative to Executive's Employee'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 acquiring corporation) shall not constitute "Good Reason;" (ii) a material reduction by the Company in Executive's Employee's annual Base Salary as in effect immediately prior to such reduction; (iii) a material reduction by the Company in the kind or level of employee benefits to which Executive Employee is entitled immediately prior to such reduction with the result that Executive's Employee's overall benefits package is significantly reduced; (iv) the relocation of Executive's Employee's primary place of work to a facility or a location that increases Executive's Employee's commute distance by more than 35 miles from Executive's Employee's then primary place of work ; or (v) the material breach of this Agreement by the Company (including, but not limited to, failure of the Company to obtain the assumption of this Agreement by any successors contemplated in Section 12). View More

Good Reason. (i) the material significant 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 acquiring corporation) shall not constitute "Good Reason;" (ii) a material reduction by the Company in Executive's annual Base Salary as in effect immediately prior to such reduction; (iii) a material reduction by the Company in the kind or level of employee benefits to which Executive is entitled immediately prior to such reduction with the result that Executive's overall benefits package is significantly reduced; (iv) the relocation of Executive's primary place of work Executive to a facility or a location that increases Executive's commute distance by more than 35 miles from Executive's then primary place of work ; present location, without Executive's express written consent; or (v) the material breach of this Agreement by the Company (including, but not limited to, failure of the Company to obtain the assumption of this Agreement by any successors contemplated in Section 12). 12. View More

Good Reason. (i) the material significant 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 acquiring corporation) shall not constitute "Good Reason;" (ii) a material reduction by the Company in Executive's annual Base Salary as in effect immediately prior to such reduction; (iii) a material reduction by the Company in the kind or level of employee benefits to which Executive is entitled immediately prior to such reduction with the result that Executive's overall benefits package is significantly reduced; (iv) the relocation of Executive's primary place of work Executive to a facility or a location that increases Executive's commute distance by more than 35 miles from Executive's then primary place of work ; present location, without Executive's express written consent; or (v) the material breach of this Agreement by the Company (including, but not limited to, failure of the Company to obtain the assumption of this Agreement by any successors contemplated in Section 12). 12. View More

Good Reason. (i) a reduction by the Company in the base salary of the Executive Employee 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 Employee is entitled immediately prior to such reduction with the result that the Executive's Employee's overall benefits package is... significantly reduced, except where a substantially equivalent reduction in benefits is applied to all other officers of the Company; (iii) a material, adverse change in the Executive's Employee's title, authority, responsibilities or duties, as measured against his title, authority, responsibilities or duties immediately prior to such change, which change is not reversed or modified remedied within thirty (30) days after notice from Executive Employee to the Chief Executive Officer and CEO and/or the Board describing in reasonable detail the material adverse change; or (iv) the relocation of the Executive's Employee's place of work to a facility or a location more than fifty (50) miles from the Executive's Employee's then-present work location. View More

Good Reason. (i) a reduction by the Company in the base salary and/or target bonus opportunity 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 substantially equivalent reduction in benefits is applied to all other officers of the Company; (iii) a material, significant, adverse change in the Executive's title, authority, responsibilities or duties, as measured against his title, authority, responsibilities or duties immediately prior to such change, which change is not reversed or modified within thirty (30) days after notice from Executive to the Chief Executive Officer and the Board describing in reasonable detail the material significant, adverse change; or (iv) the relocation of the Executive's place of work to a facility or a location more than fifty (50) thirty-five (35) miles from the Executive's then-present work location. View More

Good Reason. (i) a reduction by the Company in the base salary of the Executive CEO 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 CEO is entitled immediately prior to such reduction with the result that the Executive's CEO's overall benefits package is significantly reduced,... except where a substantially equivalent reduction in benefits is applied to all other officers of the Company; (iii) a material, adverse change in the Executive's CEO's title, authority, responsibilities or duties, as measured against his title, authority, responsibilities or duties immediately prior to such change, which change is not reversed or modified within thirty (30) days after notice from Executive CEO to the Chief Executive Officer and the Board describing in reasonable detail the material adverse change; or (iv) the relocation of the Executive's CEO's place of work to a facility or a location more than fifty (50) miles from the Executive's CEO's then-present work location. View More