Good Reason

Good Reason. When used with reference to a voluntary termination by Executive of his or her employment with the Company, shall mean: (a) a substantial reduction in Executive's level of duties or responsibilities; provided, that (i) a change in title or (ii) a change in title or status resulting from the Company, or any affiliate of the Company by which Executive is then employed, being a direct or indirect subsidiary of a parent company following a Change of Control Event, with no corresponding... substantial reduction in Executive's level of duties and responsibilities, shall not, in and of itself, constitute Good Reason; (b) a material reduction in Executive's Minimum Base Salary, benefits or total cash compensation (consisting of base salary and target bonus), unless such reduction is part of an overall reduction for all employees at the same level as Executive; (c) the Company's mandatory transfer of Executive to another geographic location that is more than 35 miles from the location where Executive was employed at the Effective Date, except for required travel on the Company's business to an extent substantially consistent with Executive's business travel obligations immediately prior to the Effective Date hereof; (d) the failure by the Company to obtain an assumption of the obligations of the Company to perform this Agreement by any successor to the Company, to the extent legally required; or (e) the repudiation or failure by the Company or its successor to acknowledge (upon Executive's written request) or to comply with any of its obligations under this Agreement View More

Good Reason. Any material diminution in your base salary or position or nature or scope of responsibilities (other than by inadvertence) as to which you have provided written notice to the Board within thirty (30) days of the initial existence of such diminution, which notice shall set forth in reasonable detail the nature of such Good Reason and the Board shall not have remedied such diminution within thirty (30) days of receiving such written notice.

Good Reason. Any material diminution in your base salary, bonus opportunity, position or nature or scope of responsibilities (other than by inadvertence) or any material reduction in your benefits that uniquely and disproportionately affects you, in each case occurring without your consent and as to which (x) you have provided written notice to the Board within thirty (30) days of the date on which you knew or reasonably should have known of such diminution or reduction, which notice shall set forth in... reasonable detail the nature of such Good Reason, (y) the Company shall not have remedied such diminution or reduction within thirty (30) days of receiving such written notice, and (z) you shall have terminated your employment within ten (10) days after the Company's failure to remedy such diminution or reduction. Termination of employment for Good Reason, as provided herein, is intended to be an involuntary separation of service for purposes of Section 409A of the Code, and shall be construed accordingly. View More

Good Reason. Shall mean the occurrence of any of the following events during the Employment Period: (i) Without the Executive's express written consent, a material reduction by the Employer in the Executive's Base Salary as the same may be increased from time to time or, except pursuant to the terms of the applicable plan or to the extent permitted by Section 3(b) hereof, a reduction in the package of fringe benefits provided to the Executive, taken as a whole; (ii) Any purported termination of the... Executive's employment for Disability or Retirement which is not effected pursuant to a Notice of Termination satisfying the requirements of paragraph (k) below; (iii) The failure by the Employer to obtain the assumption of and agreement to perform this Agreement by any successor as contemplated in Section 9 hereof; or (iv) Without the Executive's express written consent, the failure to elect or to re-elect or to appoint or to re-appoint the Executive to the offices of First Vice President and Crowley City President of the Employer or a material adverse change made by the Employer in the Executive's functions, duties or responsibilities as First Vice President and Crowley City President of the Employer. View More

Good Reason. A reduction by fifteen (15) or greater percent by the Company or any successor thereof of your then-current base salary (provided however, that in the event that the base salary of all senior management are similarly reduced, such material reduction will not constitute Good Reason); (ii) a material reduction by the Company or any successor thereof in your kind or level of employee benefits with the result that your overall benefits package is significantly reduced (provided however, that in the... event the benefits of all senior management are similarly reduced, such material reduction will not constitute Good Reason); or (iii) your relocation to a facility or a location more than fifty (50) miles from the Company's headquarters as of the date of this letter. Notwithstanding the above, none of the following shall be considered Good Reason: (x) the mere occurrence of a Change of Control; (y) any change in the identity of the surviving corporation in the event of a Change of Control; or (z) any change in the status of the surviving corporation after a Change of Control as a private or public company. View More

Good Reason. With respect to any Participant who is a party to an effective services, severance or employment agreement with the Partnership or any of its Affiliates, the meaning for 'Good Reason' specified in such agreement

Good Reason. Means the occurrence of any of the following conditions that occur without the Participant's written consent:3(i)a reduction in the Participant's base compensation or target cash bonus opportunity as a percentage of base salary of more than ten percent (10%) from the base compensation or target cash bonus opportunity in effect immediately prior to a Change in Control;(ii)a material reduction in the Participant's overall compensation and benefits package from that in effect immediately prior to... a Change in Control; (iii)a material breach by the Company or any of its Affiliates of any employment or service agreement with the Participant; (iv)a material adverse change in the Participant's authority, duties or responsibilities (other than temporarily while the Participant is physically or mentally incapacitated or as required by applicable law) from those applicable immediately prior to a Change in Control, taking into account the Company's size, status as a public company, and capitalization immediately prior to the Change in Control, other than a change to a position that is a Substantial Functional Equivalent; or (v)a change in the Participant's principal place of employment that is greater than seventy five (75) miles from the Participant's principal place of employment immediately prior to the Change in Control. A Qualifying Termination will not occur as a result of Good Reason unless, within ninety (90) days following the occurrence of any of the foregoing events, the Participant notifies the Company of the specific event that forms the basis for the Participant's belief that Good Reason exists, the event is not cured within thirty (30) days after receipt of such notice, and the Participant's Termination Date occurs at the end of such thirty (30) day cure period. View More

Good Reason. For purposes of this Agreement, "Good Reason" means, without Executive's prior written consent: (i) a reduction in Executive's Base Salary, which is materially different from such reductions applicable to the Company's other executive officers taken as a whole, -3- (ii) a change in Executive's position with the Company (or, in the case of a Change of Control of the Company, the acquiring company) which materially reduces Executive's duties, provided that in the case of a... Change of Control of the Company, any such reduction resulting solely from the Company being acquired by and made a part of a larger entity (as, for example, when a chief financial officer becomes an employee of the acquiring company following a Change of Control but is not the chief financial officer of the acquiring company) shall not constitute Good Reason as long as Executive's compensation, authority, and duties remain substantially similar, (iii) a relocation of Executive's principal place of employment by more than fifty (50) miles, or (iv) a material breach by the Company of any of the material provisions of this Agreement. Executive must provide the Company with: (A) thirty (30) days written notice of Executive's intent to resign expressly stating the basis for Executive's contention that such resignation qualifies as a resignation for Good Reason, and (B) a reasonable opportunity for the Company to cure the conditions giving rise to such Good Reason. If the Company cures the conditions giving rise to such Good Reason within thirty (30) days of the date of such notice, Executive will not be entitled to severance payments and/or other benefits contemplated by Section 7 above if Executive thereafter resigns from the Company. View More

Good Reason. (i) a significant reduction without Executive's written approval in the Salary and/or benefits taken as a whole under this Agreement unless the salaries and benefits of all management are reduced as part of a decision of the Board to cut expenses by implementing broad cost-cutting measures in response to company or market conditions and/or (ii) Executive's removal as CEO of the Company and the Parent without Cause when a replacement for him in such position is approved by the Parent's Board of... Directors including a director appointed by the holders of the majority of the issued and outstanding shares of Series B Preferred Stock of the Parent. View More

Good Reason. (i) a material reduction in the Executive's authority, duties or responsibilities, which for purposes of this Agreement shall include only the assignment to the Executive of any duties substantially inconsistent with the Executive's status as a senior executive officer of the Company, or (ii) a material reduction in the Executive's annual base salary, provided that the Executive may not assert Good Reason in respect of any act or failure to act otherwise constituting Good Reason under this... Section 12(b) unless asserted in a notice of termination pursuant to Section 5 hereof given within ninety (90) days following the date of the first occurrence otherwise constituting Good Reason, and provided further that the Company shall not have cured such reduction (in authority, duties or responsibilities or of base salary, as the case may be) within five (5) days following notice from the Executive of his termination for Good Reason. View More