Good Reason

Good Reason. The Participant's resignation on account of (x) a material diminution of the Participant's base salary or incentive compensation opportunity, (y) a material diminution in the Participant's authority, duties or responsibilities or (z) a requirement that the Participant relocate the Participant's principal office to a location more than fifty miles from his then current location. A resignation shall not be with Good Reason unless the Participant gives the Board written notice (within ninety days... after the occurrence of the event that the Participant asserts constitute Good Reason) specifying the grounds that the Participant asserts constitute Good Reason and the performance required to remedy the failure, the Company does not remedy the grounds that are asserted as Good Reason within thirty days after the Participant's notice and the Participant resigns within sixty days after such thirty day period. View More

Good Reason. (i) any material reduction of the Executive's duties, authority or responsibilities relative to the Executive's duties, authority, or responsibilities as in effect immediately before such reduction, except if agreed to in writing by the Executive; (ii) a reduction by the Company in the base salary of the Executive, or of twenty-five percent (25%) or more in the Target Bonus opportunity of such Executive, as in effect immediately before such reduction, except if agreed to in writing by the... Executive; (iii) the relocation of the Executive to a facility or a location more than thirty (30) miles from the Executive's then present business location, except if agreed to in writing by the Executive; (iv) a material breach by the Company of any provision of this Agreement or (v) any failure of the Company to obtain the assumption of this Agreement by any successor or assign of the Company View More

Good Reason. Executive resigns his employment with the Company (or any successor thereto) if and only if: (i) One of the following actions has been taken without Executive's express written consent: (1) There is a material reduction in Executive's Base Annual Salary from the Base Annual Salary in effect immediately preceding the Change of Control; (2) There is a material change in Executive's position or responsibilities (including the person or persons to whom Executive has reporting responsibilities) that... represents an adverse change from Executive's position or responsibilities from those in effect at any time within ninety (90) days preceding the date of the Change of Control or at any time thereafter; provided, however, that a Change of Control which results in the subsequent conversion of the Company to a division or unit of the acquiring corporation will not by itself result in a material reduction in Executive's level of responsibility; (3) Executive is required to relocate Executive's principal place of employment to a facility or location that would increase Executive's one way commute distance by more than thirty-five (35) miles; provided, however, that Executive's anticipated move to the San Francisco Bay Area as specified in the Offer Letter shall not be deemed a triggering relocation under this provision; (4) The Company (or any successor thereto) materially breaches its obligations under this Agreement or any other then-effective employment agreement with Executive; or (5) Any acquirer, successor or assignee of the Company fails to assume and perform, in any material respect, the obligations of the Company hereunder; and (ii) Executive provides written notice to the Company's Board within the thirty (30) day period immediately following such action; and (iii) Such action is not remedied by the Company within thirty (30) days following the Company's receipt of such written notice; and (iv) Executive's resignation is effective not later than sixty (60) days after the expiration of such thirty (30) day cure period. The termination of Executive's employment as a result of Executive's death or disability will not be deemed to be a Good Reason. View More

Good Reason. Shall be defined as provided in the Holder's Employment Agreement with the Company dated January 13, 2006, as the same may be amended from time to time, or if expired or superceded, by the then effective employment agreement between Holder and the Company.

Good Reason. Without the Executive's prior written consent, (i) requiring Executive to relocate his office outside of the Company's headquarters or outside of a 50-mile radius from Tampa, Florida (it being understood that Executive shall be required to travel to the extent necessary to meet the needs of the Company and its business); (ii) Executive is assigned duties which, in the aggregate, represent a material diminution in Executive's title, authority or responsibilities as described by Section 2(a) ;... (iii) the Company reduces the Base Salary as in effect on the date hereof or as the same may be increased from time to time; (iv) any material reduction, in the aggregate, of the benefits provided to Executive pursuant to Section 3 , other than in connection with a reduction in benefits generally applicable to senior executives of the Company. View More

Good Reason. (i) without the Participant's express written consent, a material reduction or alteration of the Participant's duties, position or responsibilities relative to the Participant's duties, position or responsibilities in effect immediately prior to such reduction or alteration, or the removal of the Participant from such position, duties or responsibilities; (ii) without the Participant's express written consent, a material reduction by the Company of the Participant's base salary as in effect... immediately prior to such reduction; (iii) without the Participant's express written consent, the relocation of the Participant's principal place of employment with the Company by more than fifty (50) miles; or (iv) a material breach of this Plan, including, but not limited to the failure of the Company to obtain the assumption of this Plan by any successors as contemplated in Section 8. Notwithstanding the foregoing, an Involuntary Termination shall not be deemed to occur on account of Good Reason until the Company has received written notice from the Participant of the occurrence of an event described in the above definitions of "Good Reason" and had thirty (30) calendar days after the Company's receipt of such notice to cure or remedy such event (the "Remedy Period"). In order to be effective, an Involuntary Termination for Good Reason must occur within ten (10) business days after the end of the Remedy Period in which the Company failed to cure or remedy the event giving rise to such termination and the Participant must have provided the foregoing written notice of the occurrence of the event giving rise to such termination to the Company within ninety (90) days of the Participant's awareness of the initial existence of the applicable circumstances constituting Good Reason. The items referenced above constitute the exclusive list of the reasons that shall be considered Good Reason for the treatment of a termination of a Participant's employment by the Participant as an Involuntary Termination. View More

Good Reason. (i) a Change in Control of the Company; (ii) a decrease in the total amount of Executive's Salary below the amount in effect on the date hereof; (iii) a reduction in Executive's title, a material reduction in his authority, duties or job responsibilities, a material adverse change in his working conditions (including the relocation of Executive's office more than 60 minutes of commuting time from the Company's present executive offices), without Executive's consent, as determined by Executive... in his reasonable judgment; (iv) a failure by the Company to comply with any material provision of this Agreement if the Company shall have failed to remedy the alleged breach within 30 days from the date written notice of such noncompliance is given by Executive to the Company; or (v) any purported termination of Executive's employment which is not effected pursuant to a proper Notice of Termination (and for purposes of this Agreement no such purported termination shall be effective) View More

Good Reason. For resignation by the Executive means his resignation because of: (i) a reduction in the annual base salary of the Executive, a material reduction in the employee benefits granted to the Executive, or a reduction in the Executive's percentage participation in the MIC Plan prior to the approval and adoption of a New MIC Plan or a reduction in the Executive's percentage participation in any New MIC Plan from the percentage previously awarded to the Executive if and when a New MIC Plan is... approved and adopted, (ii) a material modification to the MIC Plan as in effect on the date hereof which adversely affects the determination of the Executive's bonus with respect to the 2004 calendar year or thereafter if the MIC Plan continues to be in effect for any calendar year after the 2004 calendar year unless such modification is generally applicable to all participants in the MIC Plan and such modification has been approved by (x) if the Board has less than three Management Board Members, then all such Management Board Members or (y) if the Board has three or more Management Board Members, then any two of such Management Board Members, (iii) a material modification to a New MIC Plan, which modification adversely affects the determination of the Executive's bonus for any calendar year for which such New MIC Plan is applicable, unless such modification is generally applicable to all participants in the New MIC Plan and such modification has been approved by (x) if the Board has less than three Management Board Members, then all such Management Board Members or (y) if the Board has three or more Management Board Members, then any two of such Management Board Members, (iv) a requirement that the Executive be based at any office or location more than 50 miles from Tulsa, Oklahoma, (v) a removal of the Executive as President of the Company or as a Senior Vice President of Holdings by action of the Board, or (vi) an assignment, by action of the Board, to the Executive of any duties and responsibilities that are substantially inconsistent with or materially diminish the Executive's position, in each case, other than with the consent of the Executive. View More

Good Reason. For purposes of this Agreement, 'Good Reason' for termination by Executive of Executive's employment shall mean the occurrence (without Executive's express written consent) of any of the following: (i) the assignment to Executive of any duties inconsistent with Executive's status as Chief Executive Officer of the Company; any material adverse alteration in Executive's roles, titles, reporting relationship or in the nature or status of Executive's responsibilities; (ii) a reduction by the... Company in Executive's Base Salary, other than as permitted by the last sentence of Section 4(a) hereof, or a reduction by the Company in Executive's aggregate annual bonus target; or (iii) the relocation of Executive's principal place of employment to a location more than fifty (50) miles from Executive's principal place of employment immediately prior to such relocation. Notwithstanding the foregoing, Executive shall not be deemed to have Good Reason for purposes of this Agreement unless Executive provides the Company with a written notice within thirty (30) days following Executive's knowledge of the occurrence of an event constituting Good Reason and provides the Company with an opportunity to cure such occurrence within 30 days of the receipt of such notice from Executive. View More

Good Reason. (a) a diminution of duties, responsibilities and compensation that are materially inconsistent with Employee's current position as of the date hereof; provided, however, that: (i) a diminution in position, title or working conditions, or (ii) the Employer's failure to continue the Employee's existing authority, duties, reporting relationship and/or responsibilities resulting from the direct or indirect control of the Employer by another company, any sale or transfer of equity, property or other... assets of the Employer or any of its Subsidiaries, and any diminution of the business of the Employer or any of its Subsidiaries, shall not constitute "Good Reason", or (b) relocation by more than 50 miles of the Employee's principal place of employment. View More