Good Reason

Good Reason. Shall mean the occurrence of any of the following events, except for occurrence of such an event in connection with the termination of your employment or reassignment by the Company for Cause, for disability or for death: (a) the assignment to you, either prior to or following a Change of Control, of employment duties, functions or responsibilities that are significantly different from, and result in a substantial diminution of, your duties, functions or responsibilities as of the date of this... Agreement; or (b) (1) a significant reduction by the Company in your base salary, annual bonus opportunity (specifically excluding any long-term incentive compensation for which you are eligible), or benefits as in effect as of the date of this Agreement (excluding any reduction caused by a restructuring by management of benefits for the employees of the company as a whole that affects you in a manner comparable to other senior executives of the Company), or (2) following a Change of Control, a reduction in your total cash compensation opportunity (i.e., base salary plus annual bonus opportunity specifically excluding any long-term incentive compensation) at target compensation, a reduction in base salary that results in your base salary constituting less than 50% of your total cash compensation opportunity at your target compensation level), or a reduction in the aggregate value of your benefits, in each case compared to your base salary, bonus opportunity and aggregate benefits as in effect on the date of this Agreement; or (c) a relocation following a Change of Control of your place of business by more than 50 miles from Oakdale, Minnesota, unless such relocation does not increase the actual distance required for you to commute from your home to the new place of business by more than 10 miles. View More

Good Reason. The term 'Good Reason' shall mean: (a) The relocation of the Executive's principal office location to a location which is more than 50 highway miles from the location of the Executive's principal office location immediately prior to the Change in Control; or (b) A reduction in excess of 10% in the Executives' base salary and target incentive potential as compared to his base salary and target incentive in effect immediately prior to the Change in Control.

Good Reason. (i) prior to or following a Change in Control, a material adverse change in a Participant's status or position, including, without limitation, any material adverse change resulting from a diminution in the Participant's position, duties, responsibilities or authority or the assignment to the Participant of duties or responsibilities that are materially inconsistent with his or her status or position; (ii) prior to or following a Change in Control, a reduction in the Participant's annual base... salary or a failure to pay same absent similar reductions in the base salary of similarly situated employees for legitimate business purposes; (iii) following a Change in Control, a reduction in the Participant's target incentive award opportunities; (iv) following a Change in Control, the relocation of the Participant's principal place of employment by more than 50 miles from the current location; (v) in connection with a Change in Control, the successor or acquiring company fails or refuses to assume the obligations of the Company under this Plan; or (vi) with respect to a Level 1 or Level 2 Participant, following a Change in Control a Level 1 or Level 2 Participant disagrees with the philosophy or policies of the successor or acquiring Company. Before terminating employment for Good Reason, a Participant must specify in writing to the Company the nature of the act or omission that the Participant deems to constitute Good Reason and provide the Company 30 days after receipt of such notice to review and, if required, correct the situation (and thus prevent the Participant's termination for Good Reason). View More

Good Reason. (i) USA's demotion of the Executive to a lesser position than the position in which he is serving prior to such demotion; (ii) the assignment to Executive of duties materially inconsistent with his position or material reduction of the Executive's duties, responsibilities or authority, all of which, as of the date hereof, are as set forth on Exhibit A attached hereto and incorporated herein, in either case without the Executive's prior written consent; (iii) PRGS ceases to be a public company... with reporting obligations under the Securities Exchange Act of 1934; (iv) any reduction in Executive's base salary, target bonus or target bonus plan without the Executive's prior consent unless other executives who are parties to agreements similar to this one also suffer a comparable reduction in their base salaries, target bonus or target bonus plan (for purposes of this subsection (iv) View More

Good Reason. The Employee is entitled to terminate employment for Good Reason. For the purpose of this Agreement, 'Good Reason' will mean Employee'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 Employee's express written consent: (i) A material reduction by the Company of Employee's duties or responsibilities; (ii) A reduction by the Company of Employee's base salary in effect... immediately prior to such reduction; provided, however, that such reduction in base salary in connection with similar percentage reductions imposed on all executive-level employees shall not constitute 'Good Reason'; or (iii) A material change in the geographic location at which Employee my perform his services; provided that in no instance will the relocation of Employee to a facility or a location of fifty (50) miles or less from Employee's then present office location be deemed material for purposes of this Agreement. Employee will not resign for Good Reason without first providing the Company with written notice within ninety (90) days of the event that Employee 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. (i) without the Employee's express written consent, a significant reduction of the Employee's duties, responsibilities or position with the Company or surviving entity following the Change of Control relative to the Employee's duties, responsibilities or position with the Company in effect immediately prior to such reduction; provided, further, that in the event of a Change of Control, if the Employee is not named the Chief Executive Officer of the parent company of the Successor or, if there... is no such parent company, Chief Executive Officer of the Successor or does not continue as Chief Executive Officer of the Company in the event of a Change of Control as specified in Section 1(b)(ii), (iii) or (iv), then the Employee will be deemed to have terminated his employment with the Company for Good Reason; or (ii) without the Employee's express written consent, a material reduction, of the facilities and perquisites available to the Employee immediately prior to the Change of Control; provided, however, that Employee will be deemed not to have terminated his employment with the Company for Good Reason in the event that similar such reductions occur concurrently with and apply to the Company's senior management, including the Company's Vice Presidents; or (iii) without the Employee's express written consent, a reduction of the Employee's base annual salary by fifteen percent (15%) or more as compared to the baseline equal to the Employee's base annual salary in effect immediately prior to the Change of Control; provided, however, that Employee will be deemed not to have terminated his employment with the Company for Good Reason in the event similar such reductions occur concurrently and apply to the Company's senior management, including the Company's Vice Presidents; or (iv) without the Employee's express written consent, a material reduction by the Company in the kind or level of employee benefits to which the Employee is entitled immediately prior to the Change of Control with the result that the Employee's overall benefits package is significantly reduced; provided, however, that Employee will be deemed not to have terminated his employment with the Company for Good Reason in the event similar such reductions occur concurrently and apply to the Company's senior management, including the Company's Vice Presidents; or (v) without the Employee's express written consent, the relocation of the Employee to a facility or a location more than twenty-five (25) miles from the Company's Mountain View headquarters, or the Employee's current location as of immediately prior to such relocation if the Employee's principal office is not then located at the Company's Mountain View headquarters; provided, however, that Employee will be deemed not to have terminated his employment with the Company for Good Reason in the event similar such relocation occurs concurrently with and applies to the Company's senior management, including the Company's Vice Presidents; or (vi) any purported involuntary termination of the Employee by the Company which is not effected for Cause. View More

Good Reason. The Employee's resignation following any one of the following: (i) a material reduction in the Employee's duties, responsibilities or authority with the Company without the Employee's prior written consent; (ii) a material reduction in the Employee's base salary without the Employee's prior written consent (except pursuant to Company mandated pay cuts or pay reductions which are uniformly applied to the Company's management); (iii) a material change in the Employee's place of employment without... the Employee's prior written consent, with a requirement that the Employee be based at a location which is both more than forty (40) miles from the Company's headquarters in Richmond, California and increases the distance between the Employee's residence and the new location by more than forty (40) miles to be material for such purpose; or (iv) the failure of the successor corporation (or parent thereof) in a Change in Control transaction to assume all of the obligations of the Company under this Agreement; provided, however, the Employee will only be deemed to have resigned for Good Reason if (A) the Employee provides written notice to the Company of the existence of the Good Reason event under subparagraph (i), (ii), (iii) or (iv) within ninety (90) days after its initial occurrence, (B) the Company is provided with thirty (30) days in which to cure such Good Reason event, and (C) the Employee's termination of employment is effected within one hundred eighty (180) days following the occurrence of the non-cured subparagraph (i) – (iv) event View More

Good Reason. Shall mean, without Executive's express written consent, the occurrence of any of the following circumstances: A. (i) a reduction in Executive's annual base salary and/or annual target bonus as in effect on the date hereof or as the same may be increased from time to time, (ii) a failure by the Company to increase Executive's annual base salary at such periodic intervals consistent with the Company's practice on the date hereof, except that this subparagraph (A) shall not apply to... across-the-board salary reductions similarly affecting all executives of the Company; B. the failure by the Company to continue to provide Executive with benefits substantially similar to those enjoyed by Executive under any of the Company's pension, retirement, life insurance, medical, health and accident, or disability plans in which Executive is participating on the date hereof, the taking of any action by the Company which would directly or indirectly materially reduce any of such benefits or deprive Executive of any material fringe benefit enjoyed by Executive on the date hereof, or the failure by the Company to provide Executive with the number of paid vacation days to which Executive is entitled on the basis of years of service with the Company in accordance with the Company's normal vacation policy in effect on the date hereof, provided, however, the foregoing shall not constitute Good Reason if the failure to act or action is consistent with failures to act or actions applicable to all similarly situated executives. Executive's right to terminate his employment for Good Reason shall not be affected by Executive's incapacity due to physical or mental illness. View More

Good Reason. Any of the following without the Executive's express written consent: (a) a material diminution in the Executive's authority, duties or responsibilities in effect immediately prior to the Change in Control; (b) a material diminution by the Employer in the Executive's base compensation in effect immediately prior to a Change in Control; (c) any material breach by the Company or the Employer of any provision of this Plan; (d) the requirement by the Employer that the Executive's principal place of... employment be relocated more than fifty (50) miles from his or her place of employment immediately prior to a Change in Control; or (e) the Company's failure to obtain a satisfactory agreement from any successor to assume and agree to perform the Company's obligations under this Plan, as contemplated in Section 13.03(b) hereof; provided, however, that any such condition shall not constitute "Good Reason" unless both (i) the Executive provides written notice to the Company of the condition claimed to constitute Good Reason within ninety (90) days of the initial existence of such condition, and (ii) the Company fails to remedy such condition within thirty (30) days of receiving such written notice thereof; and provided, further, that in all events the termination of the Executive's employment with the Company shall not be treated as a termination for "Good Reason" unless such termination occurs not more than one (1) year following the initial existence of the condition claimed to constitute "Good Reason." View More

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