Good Reason

Good Reason. Means a voluntary termination of Mr. Pittman's engagement with the Company and its Subsidiaries pursuant to the Consulting Agreement due to a material and extreme reduction in Mr. Pittman's duties and responsibilities with the Company, it being understood and agreed that (x) the hiring of a new Chief Executive Officer, (y) a change in the reporting relationship of John Hogan or any other employee of the Company's radio division with respect to Mr. Pittman, or (z) a failure to follow Mr.... Pittman's recommendations or strategies shall not be considered to be a reduction of his duties and responsibilities. To terminate for Good Reason, Mr. Pittman must give the Company written notice of the events purporting to constitute Good Reason within 30 days of the occurrence of such events, the Company must fail to cure such events within 20 days of such notice and Mr. Pittman must terminate his engagement with the Company and its Subsidiaries within 10 days of the expiration of such cure period View More

Good Reason. The occurrence of any of the following events without either (i) the Participant's prior written consent; or (ii) full cure within 30 days after the Participant gives written notice to the Company describing the event in reasonable detail and requesting cure: (a) any material diminution in the Participant's title, responsibilities or authority with the Company; or (b) any relocation of the Participant's place of employment to a location that is more than 50 miles from both the Company's... principal office and the Participant's then current principal residence View More

Good Reason. For purposes of this Agreement, "Good Reason" means Executive's voluntary resignation of employment because of the existence of any of the following reasons and which reason(s) continue following the expiration of any cure period (as discussed below), without Executive's written consent: (i) A substantial, material reduction without his consent of the Executive's title, authority, duties, or responsibilities from those in effect immediately prior to the reduction, or a material adverse change... in the Executive's reporting responsibilities, provided however a sale, separation or spin-off of a portion of the Company's business operations provided the Company remains a going concern and provided Executive's duties, position and responsibilities with respect to the remaining business operations are not materially reduced will also not be considered a basis for Good Reason resignation; (ii) A material reduction in Executive's cash compensation (either Base Salary, or Base Salary and Annual Incentive Target combined) as in effect immediately prior to such reduction. Notwithstanding the foregoing, a one-time reduction that also is applied to other similarly situated executive officers of the Company and which one-time reduction reduces the cash compensation by a percentage reduction of 10% or less in the aggregate will not be deemed material and will not constitute "Good Reason"; (iii) A failure by the Company to require any successor entity to the Company specifically to assume all of the Company's obligations to the Executive under this Agreement; (iv) A material breach by the Company (or its successor) of any material contractual obligation owed Executive pursuant to this Agreement (including, without limitation, the failure of the Company to obtain the assumption of this Agreement by a successor) that is not cured following notice and a reasonable cure period as provided below; or (v) The relocation of the Executive to a facility or a location more than fifty (50) miles from Executive's then current location (that is, a requirement that Executive re-locate his permanent residence to a location other than greater San Francisco Bay area), it being recognized that Executive will be required to travel extensively and be present in the Company's San Francisco, CA and Tempe, AZ offices consistently in performance of his business duties. Executive will not resign for Good Reason without first providing the Company with written notice within thirty (30) days of the event that Executive believes constitutes "Good Reason" specifically identifying the acts or omissions constituting the grounds for Good Reason and a reasonable cure period of not less than thirty (30) days. View More

Good Reason. With respect to any Participant who is a party to an effective services, severance or employment agreement with the Company or any Subsidiary, the meaning for "Good Reason" specified in such agreement

Good Reason. For purposes of this Agreement, "Good Reason" shall mean, without your written consent: (i) there is a material reduction of the level of your compensation (except where there is a general and similar reduction applicable to the management team of the Company) other than for Cause, (ii) there is a material reduction in your overall responsibilities or authority, or scope of duties other than for Cause, it being understood that a reduction in duties, position or responsibilities solely by virtue... of the Company being acquired and made part of a larger entity shall not constitute "Good Reason " if you are provided with comparable duties, position and responsibilities; (iii) a material change in the geographic location at which you must perform your services; provided, that in no instance will your relocation to a facility or a location of fifty (50) miles or less from your then current office location be deemed material for purposes of this Agreement; or (iv) a material breach of this Agreement by the Company or any successor to the Company. You must provide the Company with written notice of the acts or omissions constituting the grounds for Good Reason within sixty (60) days of your initial knowledge of the existence of the grounds for Good Reason and a reasonable opportunity for the Company to cure the conditions giving rise to such Good Reason, which shall not be less than thirty (30) days following the date of notice. View More

Good Reason. Means the occurrence, without the affected Eligible Employee's written consent, of any of the following: i. a material diminution in the Eligible Employee's authority, duties and responsibilities or, solely with respect to the Company's Chief Executive Officer, Chief Financial Officer and General Counsel, a change in the Eligible Employee's title; ii. a material diminution in the Eligible Employee's annual base salary, annual bonus opportunity, or long-term incentive opportunity; iii. any... action or inaction that constitutes a material breach by the Company of this Plan; or iv. a material change (defined for this purpose to mean a change greater than 30 miles from the Eligible Employee's current principal place of employment) in the geographic location of the Eligible Employee's principal place of employment. Notwithstanding the foregoing, Good Reason shall exist only if the following conditions are met: (A) the Eligible Employee gives the Employer written notice, pursuant to Section 5(h), of his or her intention to terminate employment with the Employer for Good Reason; (B) such notice is delivered to the Employer within ninety (90) days of the initial existence of the condition giving rise to the right to terminate for Good Reason, and at least thirty (30) days in advance of the date of termination; (C) the Employer fails to cure the alleged Good Reason to the reasonable satisfaction of the Eligible Employee prior to the Eligible Employee's termination, and (D) the events described in the preceding sentence, singly or in combination, result in a material negative change in the Executive's employment relationship with the Employer, so that the Executive's termination effectively constitutes an involuntary separation from service within the meaning of Section 409A of the Code. View More

Good Reason. A termination by Executive of Executive's employment hereunder upon the occurrence of any of the following events taking place without Executive's prior written approval: (a) Executive's demotion from his position as Chief Executive Officer; (b) the Company's failure to obtain the assumption of this Agreement by any successor or assign of the Company that is a purchaser of all or substantially all of the assets of the Company (or that otherwise is a purchaser of all or substantially all of the... Business); or (c) the required relocation of the place at which Executive must render a majority of his ordinary duties hereunder by more than 60 miles from such current place (i.e., 11550 "I" Street, Suite 150, Omaha, NE 68137); provided however, that notwithstanding anything to the contrary herein, the Company's hiring of a Chief Operating Officer shall not constitute "Good Reason." View More

Good Reason. The occurrence of any of the following events without the express written consent of the Executive

Good Reason. Means any of the following actions if taken without the Executive's prior consent: (i) any material failure by NMG to comply with its obligations under Paragraph 5 (Compensation and Related Matters); (ii) any material failure by NMG to comply with its obligations under Paragraph 20 (Assumption by Successor); (iii) a substantial reduction in the Executive's responsibilities or duties except in accordance with the terms of this Agreement; (iv) any relocation of Executive's principal place of... business of 50 miles or more, other than normal travel consistent with past practice, or any requirement that Executive engage in excessive business-related travel in a manner inconsistent with past practice in any material respect; (v) during the Subsequent Term, the assignment by NMG of duties that are inconsistent with the Executive's role as Chairman under Paragraph 4(b); (vi) the reduction in title of the Executive as Chief Executive Officer or his reporting relationships, except in accordance with the terms of this Agreement; or (vii) a material breach of this Agreement by NMG; provided that (iii) and (vi) shall not apply after the end of the CEO Term. View More

Good Reason. Shall have the meaning ascribed to such term in the Executive's employment agreement with the Company, or, if none, the Executive's resignation from employment with the Company due to (i) a material diminution in Executive's annual base salary, duties, authority or responsibilities or (ii) relocation of the Executive's primary place of employment to a geographic area more than fifty (50) miles from Executive's then-current primary place of employment, without the Executive's consent; provided... that the Executive has given thirty (30) days advance written notice to the Company of the initial existence of the condition described in (i) and/or (ii) and the Company has not within such thirty (30) day period remedied the condition. Capitalized terms not otherwise defined in this Agreement shall have the meanings given to such terms in the Plan. View More