Good Reason

Good Reason. Means the occurrence of any one or more of the following: (1) The assignment to the Executive after a Change of Control of the Corporation to a position that has or to duties that are materially different from or inconsistent with the positions, duties, responsibilities, reporting relationship, authority or status of the Executive's positions or duties at the Corporation at any time during the 12-month period prior to such Change of Control (including, without limitation, the duties,... responsibilities, reporting relationship, authority and status associated with being an executive of a publicly-traded corporation), Control, or which result in a significant change in the Executive's authority, duties, responsibilities, reporting relationship or status (including, without limitation, the duties, responsibilities, authority, reporting relationship and status associated with being an executive of a publicly-traded corporation) from those applicable to his or her position at the Corporation at any time during the 12-month period prior to such Change of Control; (2) A reduction by the Corporation in the Executive's Base Annual Salary as of the day immediately prior to a Change of Control of the Corporation, or the failure to grant salary increases and bonus payments on a basis comparable to those granted to other executives of the Corporation, or a reduction of the Executive's Annual Award and Equity Incentive Award potential which existed immediately prior to such Change of Control under the Corporation's Management Incentive Plan, Stock Incentive Plans, or any successor plans; (3) A demand by the Corporation that the Executive relocate to a location in excess of 35 miles from the location where the Executive is currently based, or in the event of any such relocation with the Executive's express written consent, the failure of the Corporation or a Subsidiary to pay (or reimburse the Executive for) all reasonable moving expenses incurred by the Executive relating to a change of principal residence in connection with such relocation and to indemnify the Executive against any loss in the sale of the Executive's principal residence in connection with any such change of residence, all to the effect that the Executive shall incur no loss on an after-tax basis; (4) The failure of the Corporation to obtain a satisfactory agreement from any successor to the Corporation to assume and agree to perform this Agreement, as contemplated in Section 16 of this Agreement; (5) The failure of the Corporation to provide the Executive with substantially the same Employee Benefits that were provided to him immediately prior to the Change of Control, or with a package of Employee Benefits that, though one or more of such benefits may vary from those in effect immediately prior to such Change of Control, is substantially comparable in all material respects to such Employee Benefits taken as a whole; or (6) Any reduction in the Executive's compensation or benefits or adverse change in the Executive's location or duties, if such reduction or adverse change occurs at any time after the commencement of any discussion with a third party relating to a possible Change of Control of the Corporation involving such third party, if such reduction or adverse change is in contemplation of such possible Change of Control and such Change of Control is actually consummated within 12 months after the date of such reduction or adverse change. The existence of Good Reason shall not be affected by the Executive's incapacity due to physical or mental illness. The Executive's continued employment shall not constitute a waiver of the Executive's rights with respect to any circumstance constituting Good Reason under this Agreement. The Executive's determination of Good Reason shall be conclusive and binding upon the parties to this Agreement, provided that such determination has been made in good faith. For purposes of clause (1) of this Section 2(j), (i) if the Executive is serving as Chief Executive Officer as of immediately prior to the Change of Control, the Executive shall be deemed to have been assigned to a position that has duties, or to duties, that are materially different from or inconsistent with the positions, duties, responsibilities, reporting relationship, authority or status of his position prior to a Change of Control, if following a Change of Control, the Corporation (or the surviving entity in the transaction) is not a reporting company under the Exchange Act, as amended, with common stock that is actively and publicly traded on a nationally recognized stock exchange (a "publicly-traded company"), unless the Executive immediately thereafter becomes the sole Chief Executive Officer of the publicly traded company that is the successor (whether direct or indirect, by purchase, merger, consolidation, acquisition of stock, or otherwise) to all or substantially all of the business and/or assets of the Corporation, and (ii) if the Executive is serving as Chairman of the Board or as a member of the Board as of immediately prior to the Change of Control, the Executive shall be deemed to have been assigned to a position that has duties, or to duties, that are materially different from or inconsistent with the positions, duties, responsibilities, reporting relationship, authority or status of his position prior to a Change of Control, if the Applicable Board fails to appoint as of the effective date of the Change of Control (and thereafter nominate) the Executive to serve as the chairman of the board of the publicly traded company that is the successor (whether direct or indirect, by purchase, merger, consolidation, acquisition of stock, or otherwise) to all or substantially all of the business and/or assets of the Corporation (or as a director of such board, if the Executive is not serving as the Chairman of the Board as of immediately prior to the Change of Control). 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Good Reason. Means the occurrence of any one or more of the following: (1) The assignment to the Executive after a Change of in Control of the Corporation to a position that has or to of duties that which are materially different from or inconsistent with the positions, duties, responsibilities, reporting relationship, authority or and status of the Executive's positions or duties at the Corporation position at any time during the 12-month 12 month period prior to such Change of Control (including, without... limitation, the duties, responsibilities, reporting relationship, authority and status associated with being an executive of a publicly-traded corporation), Control, or which result in a significant change in the Executive's authority, duties, responsibilities, reporting relationship or status (including, without limitation, the duties, responsibilities, authority, reporting relationship authority and status associated with being an responsibility as a senior executive of a publicly-traded corporation) from those applicable to his or her position at the Corporation at any time during the 12-month period prior to such Change of Control; Corporation; (2) A reduction by the Corporation in the Executive's Base Annual Salary as of the day immediately prior to a Change of Control of the Corporation, or the failure to grant salary increases and bonus payments on a basis comparable to those granted to other executives of the Corporation, or a reduction of the Executive's Annual Award and Equity Incentive Long-Term Award potential which existed immediately prior to such Change of Control under the Corporation's Management Incentive Plan, Stock Long-Term Incentive Plans, Plan, or any successor plans; (3) A demand by the Corporation that the Executive relocate to a location in excess of 35 miles from the location where the Executive is currently based, or in the event of any such relocation with the Executive's express written consent, the failure of the Corporation or a Subsidiary to pay (or reimburse the Executive for) all reasonable moving expenses incurred by the Executive relating to a change of principal residence in connection with such relocation and to indemnify the Executive against any loss in the sale of the Executive's principal residence in connection with any such change of residence, all to the effect that the Executive shall incur no loss on an after-tax after tax basis; (4) The failure of the Corporation to obtain a satisfactory agreement from any successor to the Corporation to assume and agree to perform this Agreement, as contemplated in Section 16 15 of this Agreement; (5) The failure of the Corporation to provide the Executive with substantially the same Employee Benefits that were provided to him immediately prior to the Change of in Control, or with a package of Employee Benefits that, though one or more of such benefits may vary from those in effect immediately prior to such Change of in Control, is substantially comparable in all material respects to such Employee Benefits taken as a whole; or (6) Any reduction in the Executive's compensation or benefits or adverse change in the Executive's location or duties, if such reduction or adverse change occurs at any time after the commencement of any discussion with a third party relating to a possible Change of Control of the Corporation involving such third party, if such reduction or adverse change is in contemplation of such possible Change of Control and such Change of Control is actually consummated within 12 months after the date of such reduction or adverse change. The existence of Good Reason shall not be affected by the Executive's incapacity due to physical or mental illness. The Executive's continued employment shall not constitute a waiver of the Executive's rights with respect to any circumstance constituting Good Reason under this Agreement. The Executive's determination of Good Reason shall be conclusive and binding upon the parties to this Agreement, Agreement provided that such determination has been made in good faith. Notwithstanding anything to the contrary in this Agreement, in the event that the Executive is serving as Chairman and/or Chief Executive Officer of the Corporation immediately prior to the Change of Control, the occurrence of the Change of Control shall be conclusively deemed to constitute Good Reason. View More

Good Reason. Means the occurrence of any one or more of the following: (1) The assignment to the Executive after a Change of Control of the Corporation to a position that has or to duties that which are materially and adversely different from or inconsistent with the positions, duties, responsibilities, reporting relationship, authority or and status of the Executive's positions or duties at the Corporation position at any time during the 12-month 12 month period prior to such Change of Control (including,... without limitation, the duties, responsibilities, reporting relationship, authority and status associated with being an executive of a publicly-traded corporation), Control, or which result in a significant change in the Executive's authority, duties, responsibilities, reporting relationship or status (including, without limitation, authority and responsibility as the duties, responsibilities, authority, reporting relationship and status associated with being an executive Chief Executive Officer of a publicly-traded corporation) from those applicable to his or her position at the Corporation at any time during the 12-month period prior to such Change of Control; Companies; (2) A reduction by the Corporation Companies in the Executive's Annual Base Annual Salary in place as of the day immediately prior to a Change of Control of the Corporation, Control, or the failure to grant salary increases and bonus payments on a basis comparable to those granted to other executives of the Corporation, Companies, or a reduction of the Executive's Annual Award and Equity most recent highest incentive bonus potential under the Executive's Incentive Award potential which existed immediately Bonus Arrangement prior to such Change of Control under the Corporation's Management Incentive Plan, Stock Incentive Plans, Control, or any successor plans; to such arrangement; (3) A demand by the Corporation Companies that the Executive relocate to a location in excess of 35 miles from the location where the Executive is currently based, or in the event of any such relocation with the Executive's express written consent, the failure of the Corporation Companies or a Subsidiary to pay (or reimburse the Executive for) all reasonable moving expenses incurred by the Executive relating to a change of principal residence in connection with such relocation and to indemnify the Executive against any loss in the sale of the Executive's principal residence in connection with any such change of residence, all residence and any expenses incurred by Executive that are directly attributable to such sale (for purposes of this provision, "loss" is understood to mean a sale of such principal residence at a price less than the effect that the Executive shall incur no loss on an after-tax basis; adjusted basis in such residence); (4) The failure of the Corporation Companies to obtain a satisfactory agreement from any successor to the Corporation Companies to assume and agree to perform this Agreement, as contemplated in Section 16 of this Agreement; (5) The failure of the Corporation Companies to provide the Executive with substantially the same Employee Benefits that were provided to him immediately prior to the Change of in Control, or with a package of Employee Benefits that, though one or more of such benefits may vary from those in effect immediately prior to such Change of in Control, is substantially comparable in all material respects to such Employee Benefits taken as a whole; or (6) Any reduction in the Executive's compensation or benefits or adverse change in the Executive's location or duties, if such reduction or adverse change occurs at any time after the commencement of any discussion with a third party relating to a possible Change of Control of the Corporation Companies involving such third 4 party, if such reduction or adverse change is in contemplation of such possible Change of Control and such Change of Control is actually consummated within 12 months after the date of such reduction or adverse change. The existence of Good Reason shall not be affected by the Executive's incapacity due to physical or mental illness. The Executive's continued employment shall not constitute a waiver of the Executive's rights with respect to any circumstance constituting Good Reason under this Agreement. The Executive's determination of Good Reason shall be conclusive and binding upon the parties to this Agreement, Agreement provided that such determination has been made in good faith. View More

Good Reason. Shall mean (i) relocation of the Participant's principal business location to an area outside a 100 50 mile radius of its current location; or (ii) any material reduction in the Participant's compensation (including Base Salary and Bonus), a substantial reduction in the benefits provided to the Participant, or Bonus, and/or any failure to timely pay any part of the Participant's compensation when due (including Base Salary and Bonus) or any benefits due under any benefit plan, program or... arrangement; provided, however, that Company-initiated across-the-board reductions in compensation or benefits affecting substantially all U.S.-based Company employees shall not alone not be considered Good Reason, unless the compensation reductions exceed fifteen percent (15%) of pay (Base Salary plus Bonus); or (iii) with respect to Tier I Executives only, any significant and material diminution in the Participant's duties or responsibilities from that which exists on the Change of Control Date, excluding for this purpose isolated and inadvertent actions not taken in bad faith and remedied by the Company promptly after the Company receives notice from the Participant; provided, however, that a change in title or reporting relationship alone shall not constitute Good Reason; provided that any event described in clauses (i) through (iii) or (ii) above shall constitute Good Reason only if the Company fails to rescind or remedy 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 shall cease to exist for an event or condition described in clauses (i) through (iii) or (ii) above on the 90th day following its occurrence, unless the Participant has given the Company written notice thereof prior to such date. For purposes of determining the amount of any cash payment payable to the Participant in accordance with the provisions of Sections 3(a) and 3(b), Section 3(a), any reduction in compensation or benefits that would constitute Good Reason hereunder shall be deemed not to have occurred. View More

Good Reason. Shall mean (i) relocation of the Participant's principal business location to an area outside a 100 mile radius of its current location; or (ii) any material reduction in the Participant's compensation (including Base Salary and Bonus), a substantial reduction in the benefits provided to the Participant, or Bonus, and/or any failure to timely pay any part of the Participant's compensation when due (including Base Salary and Bonus) or any benefits due under any benefit plan, program or... arrangement; provided, however, that Company-initiated across-the-board reductions in compensation or benefits affecting substantially all U.S.-based Company employees shall not alone not be considered Good Reason, unless the compensation reductions exceed fifteen percent (15%) of pay (Base Salary plus Bonus); or (iii) with respect to Tier I Executives only, any significant and material diminution in the Participant's duties or responsibilities from that which exists on the Change of Control Date, excluding for this purpose isolated and inadvertent actions not taken in bad faith and remedied by the Company promptly after the Company receives notice from the Participant; provided, however, that a change in title or reporting relationship alone shall not constitute Good Reason; provided that any event described in clauses (i) through (iii) or (ii) above shall constitute Good Reason only if the Company fails to rescind or remedy 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 shall cease to exist for an event or condition described in clauses (i) through (iii) or (ii) above on the 90th day following its occurrence, unless the Participant has given the Company written notice thereof prior to such date. For purposes of determining the amount of any cash payment payable to the Participant in accordance with the provisions of Sections 3(a) and 3(b), Section 3(a), any reduction in compensation or benefits that would constitute Good Reason hereunder shall be deemed not to have occurred. View More

Good Reason. Shall mean (i) relocation of the Participant's principal business location to an area outside a 100 mile radius of its current location; (ii) any reduction in the Participant's compensation (including Base Salary and Bonus), a substantial reduction in the benefits provided to the Participant, and/or any failure to timely pay any part of the Participant's compensation when due (including Base Salary and Bonus) or any benefits due under any benefit plan, program or arrangement; provided, however,... that Company-initiated across-the-board reductions in compensation or benefits affecting substantially all Company employees shall alone not be considered Good Reason, unless the compensation reductions exceed fifteen percent (15%) of pay (Base Salary plus Bonus); or (iii) with respect to Tier I Executives only, any significant and material diminution in the Participant's duties or responsibilities from that which exists on the Change of Control Date, excluding for this purpose isolated and inadvertent actions not taken in bad faith and remedied by the Company promptly after the Company receives notice from the Participant; provided, however, that a change in title or reporting relationship alone shall not constitute Good Reason; provided that any event described in clauses (i) through (iii) above shall constitute Good Reason only if the Company fails to rescind or remedy 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 shall cease to exist for an event or condition described in clauses (i) through (iii) above on the 90th day following its occurrence, unless the Participant has given the Company written notice thereof prior to such date. Reason. For purposes of determining the amount of any cash payment payable to the Participant in accordance with the provisions of Sections 3(a) and 3(b), any reduction in compensation or benefits that would constitute Good Reason hereunder shall be deemed not to have occurred. occurred View More

Good Reason. The occurrence of any one of the following events, unless Executive Employee agrees in writing that such event shall not constitute Good Reason: (i) A material and adverse change in the nature, scope, or status of Executive's Employee's position, authorities, or duties from those in effect in accordance with Section 2; provided, however, that a change in title as a result of a merger or reorganization of the Company or the Bank, Company, where Executive Employee maintains a similar level of... responsibility or oversight (including, where applicable, duties with respect to a public company officer or director), shall not constitute Good Reason or a breach of this Agreement; (ii) A material reduction in Executive's Employee's then-current Annual Base Salary, or a material reduction in Executive's Employee's Incentive Bonus opportunity, aggregate benefits or other compensation plans in effect immediately following the Effective Date; (iii) A relocation of Executive's Employee's primary place of employment of more than 25 50 miles, which relocation also causes Executive's Employee's primary place of employment to be located further from Executive's Employee's primary residence; or (iv) Removal of Executive from, or failure to elect Executive to, the Board or the Bank Board; or (v) A material breach by the Company of this Agreement. Notwithstanding any provision of this Good Reason definition to the contrary, (A) prior to a Termination for Good Reason, Executive Employee must give the Company written notice of the existence of any condition set forth in a clause immediately above within 90 days of its initial existence and the Company shall have 30 days from the date of such notice in which to cure the condition giving rise to Good Reason, if curable, and if, during such 30-day period, the Company cures the condition giving rise to Good Reason, such condition shall not constitute Good Reason and (B) any Termination for Good Reason must occur within six months of the initial existence of the condition constituting Good Reason View More

Good Reason. The occurrence of any one of the following events, unless Executive agrees in writing that such event shall not constitute Good Reason: (i) A material and adverse change in the nature, scope, or status of Executive's position, authorities, or duties from those in effect in accordance with Section 2; provided, however, that a change in title as a result of a merger or reorganization of the Company or the Bank, an Affiliate, where Executive maintains a similar level of responsibility or oversight... (including, where applicable, duties with respect to a public company officer or director), shall not constitute Good Reason or a breach of this Agreement; (ii) A material reduction in Executive's then-current Annual Base Salary, or a material reduction in Executive's aggregate benefits or other compensation plans in effect immediately following the Effective Date; (iii) A permanent relocation of Executive's primary place of employment of more than 25 miles, miles from the initially-agreed place of employment, which relocation also causes Executive's primary place of employment to be located further from Executive's primary residence; (iv) Removal The Company gives Executive notice of Executive from, or failure its desire not to elect Executive to, extend the Board or the Bank Board; Employment Period as provided in Section 1; or (v) A material breach by the Company of this Agreement. Notwithstanding any provision of this Good Reason definition to the contrary, (A) prior to a Termination for Good Reason, Executive must give the Company written notice of the existence of any condition set forth in a clause immediately above within 90 days of its initial existence and the Company shall have 30 days from the date of such notice in which to cure the condition giving rise to Good Reason, if curable, and if, during such 30-day period, the Company cures the condition giving rise to Good Reason, such condition shall not constitute Good Reason and (B) any Termination for Good Reason must occur within six months of the initial existence of the condition constituting Good Reason View More

Good Reason. The occurrence of any one of the following events, unless Executive agrees in writing that such event shall not constitute Good Reason: (i) A material and adverse change in the nature, scope, or status of Executive's position, authorities, or duties from those in effect in accordance with Section 2; provided, however, that a change in title as a result of a merger or reorganization of the Company or the Bank, where Executive maintains a similar level of responsibility or oversight (including,... where applicable, duties with respect to a public company officer or director), shall not constitute Good Reason or a breach of this Agreement; (ii) A material reduction in Executive's then-current Annual Base Salary, or a material reduction in Executive's aggregate benefits or other compensation plans in effect immediately following the Effective Date; (iii) A relocation of Executive's primary place of employment of more than 25 50 miles, which relocation also causes Executive's primary place of employment to be located further from Executive's primary residence; or (iv) Removal of Executive from, or failure to elect Executive to, the Board or the Bank Board; or (v) A material breach by the Company Bank of this Agreement. Notwithstanding any provision of this Good Reason definition to the contrary, (A) prior to a Termination for Good Reason, Executive must give the Company Bank written notice of the existence of any condition set forth in a clause immediately above within 90 days of its initial existence and the Company Bank shall have 30 days from the date of such notice in which to cure the condition giving rise to Good Reason, if curable, and if, during such 30-day period, the Company Bank cures the condition giving rise to Good Reason, such condition shall not constitute Good Reason and (B) any Termination for Good Reason must occur within six months of the initial existence of the condition constituting Good Reason View More

Good Reason. Without Executive's consent, the occurrence of one of the following: (i) a material diminution of the Executive Duties or change in Executive's position or compensation or change or removal of both titles the title specified in Section 2; (ii) the Executive's principal place of work is relocated by the Company or any acquiring or successor entity (or parent or subsidiary thereof) to a location more than one hundred (100) miles from the Company's present location in Clarence, New York; (iii) the... Company's material breach of any provision of this Agreement; or (iv) resignation by the Executive after an act by the CEO or the Board of Directors of Athenex that would constitute a breach of the Company's or Athenex's code of ethics, if any, or fiduciary duties, a crime or material fraud; provided, however, Executive's termination pursuant to Section 4.a.ii. shall not be for Good Reason unless Executive shall have given written notice to the Company within ninety (90) days after any event which has resulted in any such material diminution and the Company has failed to cure any such material diminution within thirty (30) days of receipt of such written notice from Executive. View More

Good Reason. Without Executive's consent, the occurrence of one of the following: (i) a material diminution of the Executive Duties or change in Executive's position or compensation or change or removal of both titles specified in Section 2; (ii) the Executive's principal place of work is relocated by the Company or any acquiring or successor entity (or parent or subsidiary thereof) to a location more than one hundred (100) miles from the Company's present location in Clarence, New York; (iii) the Company's... material breach of any provision of this Agreement; or (iv) resignation by the Executive after an act by the CEO Sole Director or the Board of Directors of Athenex Kinex that would constitute a breach of the Company's or Athenex's Kinex's code of ethics, if any, or fiduciary duties, a crime or material fraud; provided, however, Executive's termination pursuant to Section 4.a.ii. shall not be for Good Reason unless Executive shall have given written notice to the Company within ninety (90) days after any event which has resulted in any such material diminution and the Company has failed to cure any such material diminution within thirty (30) days of receipt of such written notice from Executive. View More

Good Reason. Without Executive's consent, the occurrence of one of the following: (i) a material diminution of the Executive Duties or change in Executive's position or compensation or change or removal of both titles specified in Section 2; (ii) the Executive's principal place of work is relocated by the Company or any acquiring or successor entity (or parent or subsidiary thereof) to a location more than one hundred ( I 00) miles from the Company's present location in Clarence, New York; (iii) the... Company's material breach of any provision of this Agreement; or (iv) resignation by the Executive after an act by the CEO or the Board of Directors of Athenex that would constitute a breach of the Company's or Athenex's code of ethics, if any, or fiduciary duties, a crime or material fraud; provided, however, Executive's termination pursuant to Section 4.a.ii. shall not be for Good Reason unless Executive shall have given written notice to the Company within ninety (90) days after any event which has resulted in any such material diminution and the Company has failed to cure any such material diminution within thirty (30) days of receipt of such written notice from Executive. View More

Good Reason. The Executive shall have Good Reason to resign from employment upon the occurrence of any of the following events: (i) any material adverse change in the Executive's job titles, duties, responsibilities, perquisites granted hereunder, or authority without his consent, including no longer reporting directly to the Chairman (whether Executive or Non-Executive) or the Chief Executive Officer of the Company; (ii) if the principal duties of the Executive are required to be performed at a location... other than New York, New York without his consent; (ii) or (iii) a material breach of this Agreement by the Company, including without limitation, the failure to pay compensation or benefits when due hereunder. The Executive must provide to the Company written notice of his resignation within ten (10) days following the occurrence of the event or events constituting Good Reason and the Company shall have a period of thirty (30) days following its receipt of such notice (the "Cure Period"), the Executive shall still be entitled to pay and benefits during the period Period") in which to cure such event or events. If the Company does not cure the event or events constituting the basis for Good Reason by the end of the Cure Period, the Executive may resign from employment within seven (7) days immediately following the last day of the Cure Period. A resignation or other voluntary termination of employment by the Executive that does not comply with the requirements of this Section 1(g) shall not constitute termination for Good Reason. Reason View More

Good Reason. The Executive shall have Good Reason to resign from employment upon the occurrence of any of the following events: (i) any material adverse change in the Executive's job titles, duties, responsibilities, perquisites granted hereunder, or authority without his consent; (ii) [if the principal duties of the Executive are required to be performed at a location other than [Kennett Square, PA.] without his consent unless the Company's executive offices are moved to such location]; or (iii) a material... breach of this Agreement by the Company, including without limitation, the failure to pay compensation or benefits when due hereunder. The Executive must provide to the Company written notice of his resignation within ten (10) days following the occurrence of the event or events constituting Good Reason and the Company shall have a period of thirty (30) days following its receipt of such notice (the "Cure Period"), the Executive shall still be entitled to pay and benefits during the period Period") in which to cure such event or events. If the Company does not cure the event or events constituting the basis for Good Reason by the end of the Cure Period, the Executive may resign from employment within seven (7) days immediately following the last day of the Cure Period. A resignation or other voluntary termination of employment by the Executive that does not comply with the requirements of this Section 1(g) shall not constitute termination for Good Reason. Reason View More

Good Reason. The Executive shall have Good Reason to resign from employment upon the occurrence of any of the following events: (i) (1) any material adverse change in the Executive's Exectuive's job titles, duties, responsibilities, perquisites granted hereunder, or authority without his consent, including no longer solely reporting directly to the Board of Directors of the Company; (2) if the principal duties of the Executive are required to be performed at a location other than Greensboro, North Carolina... without his consent; (ii) (3) a material breach of this Agreement by the Partnership or Company, including without limitation, the failure to pay compensation or benefits when due hereunder. hereunder; or (4) if the Executive is removed, or is not re-elected, as a Director of the Company. The Executive must provide to the Company written notice of his resignation (in accordance with Section 8(g)) within ten (10) days following the occurrence of the event or events constituting Good Reason and the Company shall have a period of thirty (30) days following its receipt of such notice (the "Cure Period"), the Executive shall still be entitled to pay and benefits during the period Period") in which to cure such event or events. If the Company does not cure the event or events constituting the basis for Good Reason by the end of the Cure Period, the Executive may resign from employment within seven (7) days immediately following the last day of the Cure Period. A resignation or other voluntary termination of employment by the Executive that does not comply with the requirements of this Section 1(g) 1(h) shall not constitute termination for Good Reason. Reason View More

Good Reason. Within (f) "Good Reason" means within the two (2) year period following a Change of Control: (i) the assignment to the Participant of any duties inconsistent in any material respect with the Participant's position (including status, title and reporting requirements), authority, duties or responsibilities or any other action by the successor company that results in a material diminution in such position, authority, duties or responsibilities, in each case as in effect immediately prior to the... Change of Control, excluding for this purpose any action not taken in bad faith and which is remedied by the successor company promptly after notice thereof given by the Participant;(ii) any reduction in, or failure to pay, the Participant's base salary, salary as in effect immediately prior to the Change of Control, other than a reduction or failure that is remedied by the successor company within 15 days after notice thereof given by the Participant; or(iii) any failure by the successor company to provide the Participant with bonus and equity opportunities, or employee benefits and perquisites in the aggregate, that are not less than those provided to the Participant in the calendar year immediately preceding the Change in Control, other than a failure not occurring in bad faith and that is remedied by the successor company within 15 days after receipt of notice thereof given by the Participant; or(iv) the successor company's requiring the Participant to be based at any office or location that is more than 50 miles from the Participant's principal place of employment at the time of immediately prior to the Change of Control, except for travel reasonably required in the performance of the Participant's responsibilities, consistent with the Participant's position. Notwithstanding anything to the contrary contained herein, the Participant shall not be entitled to terminate employment and be eligible to vest in the Acquirer Restricted Stock RSUs described in Section 3(b)(iii) of this Agreement as the result of the occurrence 2 of any event of the foregoing events unless, within 90 days following the occurrence of such event, the Participant provides written notice to the successor company of the occurrence of such event, which notice sets forth the exact nature of the event and the conduct required to cure such event. The successor company will have 30 days from the receipt of such notice (such period, the "Cure Period") within which to cure the circumstances giving rise to Good Reason. If, during the Cure Period, such event is remedied, then the Participant shall not be permitted to terminate employment and be eligible to vest in the Acquirer Restricted Stock RSUs described in Section 3(b)(iii) of this Agreement as a result of such Good Reason. If, at the end of the Cure Period, the circumstances giving rise to Good Reason have not been remedied, the Participant shall be entitled to terminate employment as a result of such Good Reason during the 45 day period that follows the end of the Cure Period. If the Participant does not terminate employment during such 45 day period, the Participant shall not be permitted to terminate employment and be eligible to vest in the portion of the Acquirer Restricted Stock RSUs described in Section 3(b)(iii) of this Agreement as a result of such event. For the avoidance of doubt, solely for purposes of this Agreement, this definition of Good Reason shall supersede any definition of Good Reason in the Participant's Employment Agreement. View More

Good Reason. Within Means within the two (2) year period following a Change of Control: (i) any reduction in, or failure to pay, the Participant's base salary, other than a reduction or failure that is remedied by the successor company within 15 days after notice thereof given by the Participant; or(iii) or(ii) the successor company's requiring the Participant to be based at any office or location that is more than 50 miles from the Participant's principal place of employment at the time of the Change of... Control, except for travel reasonably required in the performance of the Participant's responsibilities, consistent with the Participant's position. Notwithstanding anything to the contrary contained herein, the Participant shall not be entitled to terminate employment and be eligible to vest in the Acquirer Restricted Stock RSUs described in Section 3(b)(iii) of this Agreement as the result of the occurrence of any event of the foregoing events unless, within 90 days following the occurrence of such event, the Participant provides written notice to the successor company of the occurrence of such event, which notice sets forth the exact nature of the event and the conduct required to cure such event. The successor company will have 30 days from the receipt of such notice (such period, the "Cure Period") within which to cure the circumstances giving rise to Good Reason. If, during the Cure Period, such event is remedied, then the Participant shall not be permitted to terminate employment and be eligible to vest in the Acquirer Restricted Stock RSUs described in Section 3(b)(iii) of this Agreement as a result of such Good Reason. If, at the end of the Cure Period, the circumstances giving rise to Good Reason have not been remedied, the Participant shall be entitled to terminate employment as a result of such Good Reason during the 45 day period that follows the end of the Cure Period. If the Participant does not terminate employment during such 45 day period, the Participant shall not be permitted to terminate employment and be eligible to vest in the portion of the Acquirer Restricted Stock RSUs described in Section 3(b)(iii) of this Agreement as a result of such event. View More

Good Reason. Within (c) "Good Reason" means, within the two (2) year period following a Change of Control: (i) the assignment to the Participant of any duties inconsistent in any material respect with the Participant's position (including status, title and reporting requirements), authority, duties or responsibilities or any other action by the Company that results in a material diminution in such position, authority, duties or responsibilities, excluding for this purpose any action not taken in bad faith... and which is remedied by the Company promptly after notice thereof given by the Participant; (ii) any reduction in, or failure to pay, the Participant's base salary, other than a reduction or failure that is remedied by the successor company Company within 15 days after notice thereof given by the Participant; or(iii) (iii) any failure by the successor company's Company to provide the Participant with bonus and equity opportunities, or employee benefits and perquisites in the aggregate, that are not less than those provided to the Participant in the calendar year immediately preceding the Change in Control, other than a failure not occurring in bad faith and that is remedied by the Company within 15 days after receipt of notice thereof given by the Participant; or (iv) the Company's requiring the Participant to be based at any office or location that is more than 50 miles from the Participant's principal place outside of employment at the time of the Change of Control, Miami-Dade or Broward County, Florida, except for travel reasonably required in the performance of the Participant's responsibilities, consistent with the Participant's position. Notwithstanding anything to the contrary contained herein, the Participant shall not be entitled to terminate employment and be eligible to vest in the Acquirer portion of the Restricted Stock described in Section 3(b)(iii) of this Agreement as the result of the occurrence of any event of the foregoing events unless, within 90 days following the occurrence of such event, the Participant provides written notice to the successor company Company of the occurrence of such event, which notice sets forth the exact nature of the event and the conduct required to cure such event. The successor company Company will have 30 days from the receipt of such notice (such period, the "Cure Period") within which to cure the circumstances giving rise to Good Reason. If, during the Cure Period, such event is remedied, then the Participant shall not 2 be permitted to terminate employment and be eligible to vest in the Acquirer portion of the Restricted Stock described in Section 3(b)(iii) of this Agreement as a result of such Good Reason. If, at the end of the Cure Period, the circumstances giving rise to Good Reason have not been remedied, the Participant shall be entitled to terminate employment as a result of such Good Reason during the 45 day period that follows the end of the Cure Period. If the Participant does not terminate employment during such 45 day period, the Participant shall not be permitted to terminate employment and be eligible to vest in the Acquirer portion of the Restricted Stock described in Section 3(b)(iii) of this Agreement as a result of such event. Good Reason. View More

Good Reason. Without (d) "Good Reason" shall mean without Executive's express written consent, consent any of the following: (i) a significant reduction of Executive's duties, position or responsibilities relative to Executive's duties, position or responsibilities in effect immediately prior to such reduction, or the removal of Executive from such position, duties or responsibilities; (ii) a reduction of Executive's compensation as in effect immediately prior to such reduction; (iii) the relocation of... Executive to a facility or a location more than twenty-five (25) miles from the Company's then current principal location; (iv) a material breach by the Company of this Agreement or any other agreement with Executive that is not corrected within fifteen (15) days after written notice from Executive (or such earlier date that the Company has notice of such material breach); or (v) the failure of the Company to obtain the written assumption of this Agreement by any successor contemplated in Section 12 11 below. "Good Reason" shall not be deemed to exist, however, unless (1) Executive shall have given written notice to the Company specifying in reasonable detail the Company's acts or omissions that Executive alleges constitute "Good Reason" within ninety (90) days after the first occurrence of such circumstances and the Company shall have failed to cure any such act or omission within thirty (30) days of receipt of such written notice, and (2) Executive actually terminates employment within sixty (60) days following the expiration of the Company's cure period as set forth above. Otherwise, any claim of such circumstances as "Good Reason" shall be deemed irrevocably waived by Executive. View More

Good Reason. Without Executive's express written consent, consent any of the following: (i) a significant reduction of Executive's duties, position or responsibilities relative to Executive's duties, position or responsibilities in effect immediately prior to such reduction, or the removal of Executive from such position, duties or responsibilities; (ii) a reduction of Executive's compensation as in effect immediately prior to such reduction; (iii) the relocation of Executive to a facility or a location... more than twenty-five (25) miles from the Company's then current principal location; (iv) (iii) a material breach by the Company of this Agreement or any other agreement with Executive that is not corrected within fifteen (15) days after written notice from Executive (or such earlier date that the Company has notice of such material breach); or (v) (iv) the failure of the Company to obtain the written assumption of this Agreement by any successor contemplated in Section 12 11 below. "Good Reason" shall not be deemed to exist, however, unless (1) Executive shall have given written notice to the Company specifying in reasonable detail the Company's acts or omissions that Executive alleges constitute "Good Reason" within ninety (90) days after the first occurrence of such circumstances and the Company shall have failed to cure any such act or omission within thirty (30) days of receipt of such written notice, and (2) Executive actually terminates employment within sixty (60) days following the expiration of the Company's cure period as set forth above. Otherwise, any claim of such circumstances as "Good Reason" shall be deemed irrevocably waived by Executive. View More

Good Reason. Without Executive's express written consent, consent any of the following: (i) a significant reduction of Executive's duties, position or responsibilities relative to Executive's duties, position or responsibilities in effect immediately prior to such reduction, or the removal of Executive from such position, duties or responsibilities; (ii) a reduction of Executive's compensation as in effect immediately prior to such reduction; (iii) the relocation of Executive to a facility or a location... more than twenty-five (25) miles from the Company's then current principal location; (iv) (iii) a material breach by the Company of this Agreement or any other agreement with Executive that is not corrected within fifteen (15) days after written notice from Executive (or such earlier date that the Company has notice of such material breach); or (v) (iv) the failure of the Company to obtain the written assumption of this Agreement by any successor contemplated in Section 12 below. "Good Reason" shall not be deemed to exist, however, unless (1) Executive shall have given written notice to the Company specifying in reasonable detail the Company's acts or omissions that Executive alleges constitute "Good Reason" within ninety (90) days after the first occurrence of such circumstances and the Company shall have failed to cure any such act or omission within thirty (30) days of receipt of such written notice, and (2) Executive actually terminates employment within sixty (60) days following the expiration of the Company's cure period as set forth above. Otherwise, any claim of such circumstances as "Good Reason" shall be deemed irrevocably waived by Executive. View More

Good Reason. Means Executive's resignation within thirty (30) days following the expiration of any Company cure period (discussed below) following the occurrence of one or more of the following, without Executive's express written consent: (i) a significant diminution material reduction by the Company of Executive's duties, position base salary in effect immediately prior to such reduction; (ii) a material reduction of Executive's duties or responsibilities relative to Executive's duties, position duties or... responsibilities in effect immediately prior to such diminution; (ii) a material reduction by reduction; or (iii) Executive's relocation at the Company in the salary or bonus opportunity of the Executive as in effect immediately prior to such reduction (other than a reduction effected by the Company or its successor that is part of an overall reduction in compensation to all other management-level employees of the Company); (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 (other than a reduction effected by the Company or its successor that is part of an overall reduction in the kind or level of employee benefits available to all other management-level employees of the Company); or (iv) the relocation of Executive Company's direction to a facility or a location more than thirty-five (35) fifty (50) miles from Executive's then-present location. then present location of providing services. Executive's resignation will not be deemed to be for Good Reason unless Executive has first provided the Company with written notice of the acts or omissions constituting the grounds for "Good Reason" within ninety (90) days of the initial existence of the grounds for "Good Reason" and a reasonable cure period of not less than thirty (30) days following the date the Company receives such notice, and such condition has not been cured during such period. View More

Good Reason. Means Executive's resignation within thirty (30) days following the expiration of any Company cure period (discussed below) following the occurrence of one or more of the following, without Executive's express written consent: (i) a significant material diminution of Executive's duties, position authority, duties or responsibilities relative to Executive's duties, position authority, duties or responsibilities in effect immediately prior to such diminution; (ii) a material reduction by the... Company in the salary or bonus opportunity of the Executive as in effect immediately prior to such reduction (other than a reduction effected by the Company or its successor that is part of an overall reduction in compensation to all other management-level employees of the Company); 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 (other than a reduction effected by the Company or its successor that is part of an overall reduction in the kind or level of employee benefits available to all other management-level employees of the Company); or (iv) the relocation of Executive to a facility or a location more than thirty-five (35) thirty (30) miles from Executive's then-present location. location; or (iv) any other action that constitutes a material breach by the Company of its obligations to Executive under this Agreement. Executive's resignation will not be deemed to be for Good Reason unless Executive has first provided the Company with written notice of the acts or omissions constituting the grounds for "Good Reason" within ninety (90) days of the initial existence of the grounds for "Good Reason" and a reasonable cure period of not less than thirty (30) days following the date the Company receives such notice, and such condition has not been cured during such period. View More

Good Reason. Means Executive's resignation within thirty (30) days following the expiration of any Company cure period (discussed below) following the occurrence of one or more of the following, without Executive's express written consent: (i) a significant material diminution of Executive's duties, position authority, duties or responsibilities relative to Executive's duties, position authority, duties or responsibilities in effect immediately prior to such diminution; (ii) a material reduction by the... Company in the salary or bonus opportunity of the Executive as in effect immediately prior to such reduction (other than a reduction effected by the Company or its successor that is part of an overall reduction in compensation to all other management-level employees of the Company); 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 (other than a reduction effected by the Company or its successor that is part of an overall reduction in the kind or level of employee benefits available to all other management-level employees of the Company); or (iv) the relocation of Executive to a facility or a location more than thirty-five (35) thirty (30) miles from Executive's then-present location. location; or (iv) any other action that constitutes a material breach by the Company of its obligations to Executive under this Agreement. Executive's resignation will not be deemed to be for Good Reason unless Executive has first provided the Company with written notice of the acts or omissions constituting the grounds for "Good Reason" within ninety (90) days of the initial existence of the grounds for "Good Reason" and a reasonable cure period of not less than thirty (30) days following the date the Company receives such notice, and such condition has not been cured during such period. View More

Good Reason. Means any one or more of the following actions or omissions: (a) any omissions:(a)any material reduction in a Participant's annual base salary or bonus opportunity as in effect immediately prior to the reduction; or (b) the or(b)the relocation (other than by mutual agreement) of the office at which the Participant is to perform the majority of his or her duties to a location more than 50 miles from the location at which the Participant performed such duties prior to the relocation; provided, relocation;provided, however, that the Participant must provide the Company with (a) 45 days advance notice of termination in writing and (b) notice of the conduct that is the basis for the potential Good Reason termination in writing within 90 days of its initial existence, and such notice shall describe the conduct the Participant believes to constitute Good Reason. The Company shall have 30 days to cure such conduct upon receipt of the notice of termination from the Participant. If the Company cures the conduct that is the basis for the potential termination for Good Reason within such 30-day period, the Participant's notice of termination shall be deemed withdrawn. If the Participant does not give notice to the Company as described in this Section 2.15 within 90 days after an event giving rise to Good Reason, the Participant's right to claim Good Reason termination on the basis of such event shall be deemed waived. View More

Good Reason. Means any Any one or more of the following actions or omissions: (a) any material reduction in a Participant's position, authority, duties or responsibilities following the Change in Control as compared to such level immediately prior to the Change in Control; (b) any material reduction in a Participant's annual base salary or bonus opportunity as in effect immediately prior to the reduction; Change in Control; or (b) (c) the relocation (other than by mutual agreement) of the office at which... the Participant is to perform the majority of his or her duties following the Change in Control to a location more than 50 30 miles from the location at which the Participant performed such duties prior to the relocation; Change in Control; provided, however, that the Participant must provide notify the Company with (a) 45 days advance notice of termination in writing and (b) notice of the conduct that is the basis for the potential Good Reason termination in writing within 90 forty-five (45) days of its initial existence, and such notice shall describe the conduct the Participant believes to constitute Good Reason. The Cause and the Company shall have 30 fifteen (15) days to cure such conduct upon receipt of the notice of termination from the Participant. conduct. If the Company cures the conduct that is the basis for the potential termination for Good Reason Cause within such 30-day fifteen (15) day period, the Participant's notice of termination shall be deemed withdrawn. If the Participant does not give notice to the Company as described in this Section 2.15 within 90 ninety (90) days after an event giving rise to Good Reason, the Participant's right to claim Good Reason termination on the basis of such event shall be deemed waived. waived View More

Good Reason. Means any Any one or more of the following actions or omissions: (a) any (a)any material reduction in a Participant's position, authority, duties or responsibilities following the Change in Control as compared to such level immediately prior to the Change in Control; (b)any material reduction in a Participant's annual base salary or bonus opportunity as in effect immediately prior to the reduction; Change in Control; or (b) the (c)the relocation (other than by mutual agreement) of the office at... which the Participant is to perform the majority of his or her duties following the Change in Control to a location more than 50 30 miles from the location at which the Participant performed such duties prior to the relocation; provided, however, that the Participant must provide the Company with (a) 45 days advance notice of termination Change in writing and (b) notice of the conduct that is the basis for the potential Good Reason termination in writing within 90 days of its initial existence, and such notice shall describe the conduct the Participant believes to constitute Good Reason. The Company shall have 30 days to cure such conduct upon receipt of the notice of termination from the Participant. Control. If the Company cures the conduct that is the basis for the potential termination for Good Reason Cause within such 30-day fifteen (15) day period, the Participant's notice of termination shall be deemed withdrawn. If the Participant does not give notice to the Company as described in this Section 2.15 within 90 ninety (90) days after an event giving rise to Good Reason, the Participant's right to claim Good Reason termination on the basis of such event shall be deemed waived. waived View More

Good Reason. (i) a material diminution in Employee's Base Salary, except for reductions that are in proportion to any salary reduction program approved by the Board that affects a majority of the senior executives of the Company; (ii) a material diminution in Employee's authority, duties, or responsibilities; (iii) a material diminution in the authority, duties, or responsibilities of the supervisor to whom Employee is required to report; report, including a requirement that Employee report to a corporate... officer or employee instead of reporting directly to the Board; (iv) a material change in the geographic location at which Employee must perform his services of not less than fifty (50) miles from the Company's primary place of business immediately prior to such relocation; or (v) any other action or inaction that constitutes a material breach by the Company of this Agreement. View More

Good Reason. (i) a material diminution in Employee's Base Salary, except for reductions that are in proportion to any salary reduction program approved by the Board that affects a majority of the senior executives of the Company; (ii) a material diminution in Employee's authority, duties, or responsibilities; (iii) a material diminution in the authority, duties, or responsibilities of the supervisor to whom Employee is required to report; report, including a requirements that Employee report to a corporate... officer or employee instead of reporting directly to the Board; (iv) a material change in the geographic location at which Employee must perform his services of not less than fifty (50) miles from the Company's primary place of business immediately prior to such relocation; or (v) any other action or inaction that constitutes a material breach by the Company of this Agreement. View More

Good Reason. (i) a material diminution in Employee's Base Salary, except for reductions that are in proportion to any salary reduction program approved by the Board that affects a majority of the senior executives of the Company; (ii) a material diminution in Employee's authority, duties, or responsibilities; (iii) a material diminution in the authority, duties, or responsibilities of the supervisor to whom Employee is required to report; report, including a requirements that Employee report to a corporate... officer or employee instead of reporting directly to the Board; (iv) a material change in the geographic location at which Employee must perform his services of not less than fifty (50) miles from the Company's primary place of business immediately prior to such relocation; or (v) any other action or inaction that constitutes a material breach by the Company of this Agreement. View More