Good Reason

Good Reason. Means, in each case without Executive's consent, (i) any change in Executive's title (including his position as Chairman of the Board) or any diminution in Executive's authority or responsibility; (ii) the assignment of duties or responsibilities that are inconsistent in any material respect with Executive's position or status as Chief Executive Officer of the Company; (iii) a reduction by the Company in Executive's rate of annual base salary or a material reduction in the value of Executive's... annual bonus opportunity, each as in effect on the date hereof or as the same may be increased from time to time thereafter; (iv) any requirement of the Company that Executive be based anywhere more than twenty (20) miles from the office where Executive is located as of the date hereof; or (v) the failure of the Company to obtain the assumption in writing of its obligation to perform this Agreement by any successor, as contemplated in Section 8 hereof View More

Good Reason. Without Executive's express written consent, the occurrence of any of the following events: (a) any material and adverse change in Executive's titles, offices, duties or responsibilities (including reporting responsibilities) with respect to Vishay Europe or Vishay from those set forth in this Agreement; (b) a reduction in Executive's annual base salary (as the same may be increased from time to time after the Effective Date); (c) relocation of Executive's principal place of performance to a... location more than 50 kilometers from Selb, Germany; or (d) any other material breach of this Agreement by Vishay Europe that is not remedied by Vishay Europe within 20 business days after receipt by Vishay Europe of notice thereof from Executive. Notwithstanding the foregoing, an isolated and inadvertent action taken by Vishay Europe in good faith which is remedied by Vishay Europe within twenty (20) days after receipt by Vishay Europe of notice thereof from Executive shall not constitute Good Reason. View More

Good Reason. Means, prior to, or more than two years following, a Change in Control, termination by the Executive of his employment due to (a) prior to the Separation, the Executive ceases to serve as Chief Executive Officer of the Segment, no longer reports directly to the Company Board or is required to report to any other corporate officer or executive or (b) following the Separation, the Executive no longer serves as Chief Executive Officer of PubCo, no longer reports to the PubCo Board or is required... to report to any other corporate officer or executive. Notwithstanding the foregoing, within two (2) years following a Change in Control, "Good Reason" shall be defined as set forth in the Company's Income Security Plan. Notwithstanding the provisions of this Section 10.1(d), the Executive may not terminate his employment for "Good Reason" unless (i) he gives written notice of his intent to terminate his employment under this provision (including the reasons therefor) within thirty (30) days of the event giving rise to the right to terminate, and (ii) the Company fails to cure the material reduction or material breach of a material provision, or restore the Executive's title within thirty (30) days of its receipt of the Executive's written notice, which, if so cured within such 30-day period, shall no longer be a grounds by the Executive for terminating his employment with "Good Reason." View More

Good Reason. Means (i) any action by the Company or Employer which results in a material reduction in Executive's title, status, authority or responsibility as Chief Executive Officer of Employer; (ii) a failure of the Company to nominate the Executive for election to the Board; or (iii) a reduction in Executive's Annual Base Salary, in each case without the prior written consent of Executive; provided, that in order to constitute a resignation with Good Reason, Executive must resign within thirty (30) days... of an event which constitutes Good Reason. View More

Good Reason. As defined in the Participant's Employment Agreement. If the Participant has no such Employment Agreement, no circumstance will constitute 'Good Reason' for purpose of this Plan.

Good Reason. 8.5 Good Reason.

Good Reason. That neither Jimmy C. Tallent nor Executive is serving as the President or the Chief Executive Officer of the Bank (and thus other people fill both such positions); provided, however, that for a Termination of Employment by the Executive to be for Good Reason, the Executive must notify the Bank in writing of the event giving rise to Good Reason within thirty (30) days following the occurrence of the event (or, if later, thirty (30) days following the Executive's knowledge of occurrence of the... event), the event must remain uncured after the expiration of thirty (30) days following the delivery of written notice of such event to the Bank by the Executive, and the Executive must resign effective no later than sixty (60) days following the Bank's failure to cure the event and must give at least thirty (30) days advance written notice prior to the Executive's effective date of resignation. View More

Good Reason. The occurrence of any of the following events: (a) a diminishment in the scope of the Executive's duties or responsibilities with the Company; (b) a reduction in the Executive's current base salary, bonus opportunity or a material reduction in the aggregate benefits or perquisites; (c) a requirement that the Executive relocate more than fifty (50) miles from his primary place of business as of the date of a Change in Control, or a significant increase in required travel as part of the... Executive's duties and responsibilities with the Company; (d) a failure by any successor to the Company to assume this Agreement pursuant to Section 5(a) hereof; or (e) a material breach by the Company of any of the terms of this Agreement. View More

Good Reason. Means the definition of "Good Reason" stated in the Participant's employment agreement with the Company.

Good Reason. Means the occurrence of any one or more of the following events without Executive's prior written consent, unless the Company fully corrects the circumstances constituting Good Reason (provided such circumstances are capable of correction) prior to the Date of Termination: (i) the removal of Executive from his position as Chief Executive Officer or President of the Company for any reason other than for Cause or Executive's Disability; (ii) a material reduction in the nature or scope of... Executive's responsibilities, or the assignment to Executive of duties that are materially inconsistent with Executive's position (in each case as compared to Executive's responsibilities, duties or position on the Restatement Effective Date); (iii) the Company's reduction of Executive's annual base salary or bonus opportunity, each as in effect on the Restatement Effective Date or as the same may be increased from time to time; (iv) the Company's failure to maintain a suitable and appropriate office for Executive in New York, New York or the Company's failure to reimburse Executive for first class air travel for travel between New York, New York and the Company's offices in Alviso, California; (v) the Company's failure to pay to Executive any portion of his then current compensation or any portion of an installment of deferred compensation under any deferred compensation program of the Company, in each case within seven (7) days of the date such compensation is due; (vi) the Company's failure to continue in effect compensation and benefit plans which provide Executive with benefits which are no less favorable on an aggregate basis, both in terms of the amount of benefits provided and the level of Executive's participation relative to other participants, to the benefits provided to Executive under the Company's compensation and benefit plans and practices on the Restatement Effective Date; (vii) the Company's failure to obtain a satisfactory agreement from any successor to assume and agree to perform this Agreement, as contemplated in Section 10(b)(i) hereof; (viii) the Company requiring Executive to relocate his primary residence from New York; (ix) the Company's purported modification of this Agreement or any termination of this Agreement by the Company for any reason other than for Cause or Executive's Disability; (x) the Company's providing notice to Executive, as contemplated by Section 1 thereof, that it does not wish to extend the term of Executive's Change of Control Agreement (as defined below); or (xi) the Company's material breach of any provision of this Agreement. Executive's right to terminate his employment pursuant to this Section 1(d) shall not be affected by his incapacity due to physical or mental illness. Executive's continued employment shall not constitute consent to, or a waiver of rights with respect to, any circumstance constituting Good Reason hereunder. View More