Good Reason

Good Reason. The meaning given to such term in the Severance Agreement

Good Reason. With respect to any participant, have the equivalent meaning as the term 'good reason' or 'for good reason' in any employment, consulting, or independent contractor's agreement between the participant and the Company or any Subsidiary, or in the absence of such an agreement that contains such a defined term, shall mean (i) the assignment to the participant of any duties materially inconsistent with the participant's duties or responsibilities as assigned by the Company (or a Subsidiary), or any... other action by the Company (or a Subsidiary) which results in a material diminution in such duties or responsibilities, excluding for this purpose any isolated, insubstantial and inadvertent actions not taken in bad faith and which are remedied by the Company (or a Subsidiary) promptly after receipt of notice thereof given by the participant; (ii) any material failure by the Company (or a Subsidiary) to make any payment of compensation or pay any benefits to the participant that have been agreed upon between the Company (or a Subsidiary) and the participant in writing, other than an isolated, insubstantial and inadvertent failure not occurring in bad faith and which is remedied by the Company (or a Subsidiary) promptly after receipt of notice thereof given by the participant; or (iii) the Company's (or Subsidiary's) requiring the participant to be based at any office or location outside of fifty miles from the location of employment or service as of the date of award, except for travel reasonably required in the performance of the participant's responsibilities. View More

Good Reason. (i) Requiring you to be based at any office or location more than 50 miles from your office or location as of the date of the Change of Control; (ii) The assignment to you of any duties inconsistent in any respect with your position (including status, offices, titles and reporting requirements), authority, duties or responsibilities as of the date of the Change of Control or any action by the Company or any of its subsidiaries which results in a diminution in such position, authority, duties or... responsibilities, excluding for this purpose an action taken by the Company or one of its subsidiaries, to which you object in writing by notice to the Company within 10 business days after you receive actual notice of such action, which is remedied by the Company or one of its subsidiaries promptly but in any event no later than 5 business days after you provided such notice, or (iii) The reduction in your total compensation and benefits below the level in effect as of the date of the Change of Control. View More

Good Reason. The Executive is entitled to terminate employment for Good Reason. For the purpose of this Agreement, 'Good Reason' will mean Executive's termination of employment within ninety (90) days following the expiration of any cure period (discussed below) following the occurrence of one or more of the following, without Executive's express written consent: (i) A reduction by the Company of Executive's base salary or annual target bonus in effect immediately prior to such reduction; provided, however,... that such reduction in base salary or target bonus in connection with similar percentage reductions imposed on all executive-level employees shall not constitute 'Good Reason'; (ii) A reduction by the Company of Executive's health or welfare benefits (including without limitation benefits under any of the Company's life insurance, medical, health and accident, disability, or other benefit plans) in effect immediately prior to such reduction; provided, however, that such reduction in benefits in connection with similar percentage reductions imposed on all executive-level employees shall not constitute 'Good Reason'; (iii) Either (A) the relocation of the Company's offices at which Executive is principally employed immediately prior to the Change of Control ('Principal Location'), or (B) the Company's requiring the Executive to be based anywhere other than the Executive's Principal Location, except for required travel on the Company's business to an extent substantially consistent with the Executive's business travel obligations prior to the Change of Control; provided that, in the case of either (A) or (B), the relocation is to a location more than thirty (30) miles from the Executive's Principal Location (unless such relocation does not increase Executive's commuting distance); (iv) The failure of the Company to continue in effect any material compensation or benefit plan or practice in which Executive is eligible to participate in immediately prior to the effective date of the Change of Control (other than any equity based plan), unless an equitable arrangement (embodied in an ongoing substitute or alternative plan) has been made with respect to such plan, or the Company's failure to continue Executive's participation therein (or in such substitute or alternative plan) on a basis not materially less favorable, both in terms of the amount of benefits provided and the level of Executive's participation relative to other participants, as existed immediately prior to the effective date of the Change of Control; (v) The failure of the Company to obtain a satisfactory agreement from any successor to assume and agree to perform this Agreement, as contemplated in Section 8 hereof; or (vi) A material diminution in Executive's authority, duties, responsibilities, title or reporting structure relative to Executive's authority, duties, responsibilities, title or reporting structure in effect immediately prior to such reduction; provided, however, that a material diminution in Executive's title or reporting structure solely by virtue of the Company being acquired and made part of a larger entity, whether as a subsidiary, business unit or otherwise will not by itself sufficient to constitute 'Good Reason'. Executive will not resign for Good Reason without first providing the Company with written notice within sixty (60) 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 following the date of such notice. View More

Good Reason. A material negative change in the service relationship as determined in good faith by Employee of the occurrence of any of the following conditions, without Employee's express written consent (i) a material dimunition in Employee's base compensation; (ii) a material dimunition in Employee's authority, duties, or responsibilities; (iii) a material change of more than 50 miles in the geographic location at which Employee is required to perform the services;(iv) any direction or requirement that... Employee engage in conduct that could reasonably be construed to violate local, state or federal law; or (v) a material failure by the Company to pay Employee's annual base salary due Employee in a timely manner. With respect to any of the matters set forth above, Employee shall provide written notice to the Company within ninety (90) days of the initial existence of the Good Reason condition. Upon receipt of such notice, the Company shall have a period of thirty (30) days during which it may remedy the condition and not be required to pay the Severance Pay in connection with a resignation with Good Reason. View More

Good Reason. A material negative change in the service relationship as determined in good faith by Employee of the occurrence of any of the following conditions, without Employee's express written consent (i) a material diminution in Employee's base compensation; (ii) a material diminution in Employee's authority, duties, or responsibilities; (iii) a material change of more than 50 miles in the geographic location at which Employee is required to perform the services; or (iv) any action or inaction that... constitutes a material breach by the Company (or its successor) of any agreement under which Employee provides services to the Company (or its successor). Employee shall provide written notice of Good Reason to the Company (or its successor) within 30 days of the initial occurrence of the condition. View More

Good Reason. Shall have the meaning set forth in the Participant's Senior Management Agreement with the Company

Good Reason. And will be deemed to exist if, without the Executive's consent, (a) the Executive suffers a material diminution in the Executive's duties, responsibilities or effective authority or any adverse changes in the Executive's titles or positions or Executive is required to relocate, (b) the Executive suffers a reduction of "Base Salary" or target bonus opportunity, except as set forth below; or (c) the Company fails to pay any earned compensation or to provide for the Executive's vested benefits... when due and payable and which, in each such case, is not cured within a reasonable period of time after receipt of notice View More

Good Reason. (i) a reduction in Executive's annualized Base Salary that is not part of a general reduction of salary or other concessionary arrangement affecting all employees of the Company or affecting all senior executive officers of the Company; (ii) a requirement by the Company or the Board that Executive be relocated to a Company office more than fifty (50) miles from Roanoke, Virginia; or (iii) any material breach by the Company of any of its obligations hereunder which have not been cured within... (30) days of the Board having received written notice of such breach (which notice shall be in writing and shall specifically describe the Company's alleged material breach and state that failure to correct such breach will result in Executive's resignation for Good Reason under this Agreement). View More

Good Reason. (i) a non-voluntary material reduction in Executive's annualized Base Salary that is not part of a general reduction of salary or other concessionary arrangement affecting all employees of the Company or affecting all senior executive officers of the Company; (ii) a requirement by the Company or the Board that Executive be relocated to a Company office more than fifty (50) miles from Roanoke, Virginia; or (iii) any material breach by the Company of any of its obligations hereunder. In order... for a resignation to qualify as voluntary termination for "Good Reason," the Executive must provide the Company with written notice within sixty (60) days of the event that Executive believes constitutes "Good Reason" specifically identifying the acts or omissions constituting the grounds for Good Reason and the Company must have failed to cure such Good Reason condition within thirty (30) days following the date of such notice. View More