Good Reason

Good Reason. (b) A "Good Reason" shall exist if after the occurrence of a Change of Control: (i) there is a significant change in the nature or scope of the Officer's authority and responsibilities; (ii) there is a reduction in Officer's rate of Base Salary or (for reasons other than Company performance) overall compensation; or (iii) the Company changes the principal location in which Officer is required to perform services outside a fifteen mile radius of the present location without Officer's consent.

Good Reason. Termination by the Executive of his employment, after written notice to the Company within 30 days following the occurrence of any of the following events without his prior written consent

Good Reason. (i) a reduction in the Employee's rate of compensation or fringe benefits; (ii) any assignment to the Employee of any duties which are not mutually acceptable to the parties hereto, other than (x) those assigned to him on the date of this Agreement, or (y) those assigned pursuant to Section 2(a); or (iii) any removal of the Employee from, or any failure to reelect the Employee to, any of the positions held by him on the date of this Agreement, except in connection with: (x) the termination of... the Employee's employment for Cause; or (y) the assignment of the Employee to any other position pursuant to Section 2(a). View More

Good Reason. Any of the following actions upon or after a Change in Control or, for purposes of Section 3.01(d), prior to a Change in Control, without Executive's express prior written approval, other than due to Executive's Disability or death: (a) a material diminution in Executive's Base Salary or Target Bonus opportunity; (b) a material diminution in Executive's title, authority, duties, or responsibilities; (c) a required relocation of at least 60 miles; (d) a material breach of this Agreement by the... Company with respect to Executive; or (e) a successor's failure to assume this Agreement, in each case if not cured within thirty (30) days after written notice by Executive to the Company View More

Good Reason. The occurrence (without Executive's consent) of any of the following acts or failures to act of the Acquirer which is not corrected within thirty (30) days of receipt of written notice from Executive of a termination for Good Reason: (i) 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 the closing of the TCS sale transaction; (ii) a material reduction in the nature or scope of... Executive's duties, responsibilities or or a reduction in or failure to pay when due compensation from those contained in Executive's accepted offer letter from or employment agreement with Acquirer, excluding reductions affecting all or substantially all managerial employees or reductions permitted (a) for the Executive's failure to work the required hours; (b) the Executive's physical or mental incapacity; or (c) under the Acquirer's benefit plans and programs such as but not limited to disability coverage and any leave of absence plans or programs or (iii) a failure to pay Executive the compensation stated in Executive's accepted offer letter from or employment agreement with Acquirer View More

Good Reason. The same meaning as set forth in the ESP.

Good Reason. The occurrence of any of the events or conditions described in clauses (a) or (b) below which is not corrected by the Company or any Subsidiary employing the Optionee within thirty (30) days after receiving written notice from the Optionee (provided that such notice is given within ninety (90) days of the first occurrence of the event described in such notice): (a) relocation of the Optionee's principal workplace over 60 miles from the Company's existing workplaces without the consent of the... Optionee (which consent shall not be unreasonably withheld, delayed or conditioned); or (b) a material breach by the Company or any Subsidiary employing the Optionee of any written employment agreement with the Optionee which is not cured within 30 days after receipt by the Company or such Subsidiary of written notice of such breach. provided, that if at any time the Optionee is party to a written employment agreement with the Company or any Subsidiary which includes a definition of "Good Reason", then "Good Reason" shall mean anything constituting "Good Reason" for resignation under such employment agreement. View More

Good Reason. A Termination of Employment initiated by Employee by Notice of Termination, in accordance with Section 2 hereof, upon one or more of the following occurrences; provided that as soon as practicable after Employee becomes aware of such occurrence and before such Notice of Termination is given, Employee shall have given notice of Good Reason to the Company and the Company shall not have fully corrected the situation within 10 days after such notice of Good Reason: (a) any failure of the Company... to comply with and satisfy any of the material terms of this Agreement; (b) any significant reduction by the Company of the title, duties, job responsibilities, reporting relationship or position of Employee; (c) any reduction in Employee's Base Salary; or (d) the moving of the principal office of the Company to which Employee is assigned to a location more than 25 miles from its location on the date of the Change of Control. View More

Good Reason. To terminate his or her employment in the event of the Company's material breach of the terms of the Grantee's employment; provided that (i) the Grantee provides written notice to the Company of the existence of the condition(s) constituting Good Reason within ninety (90) days of the initial existence of any such condition(s), (ii) the Company has thirty (30) days after receipt of such notice to remedy such condition(s) and (iii) if the Company fails to remedy the condition(s), the Grantee... terminates his or her employment for Good Reason within two (2) years following the initial existence of any condition constituting Good Reason; provided, further, that, if the Employment Agreement includes a different definition of 'Good Reason,' to the extent a Termination of Employment by the Grantee for Good Reason thereunder would be an 'involuntary separation from service' (as defined in Section 409A), the definition in the Employment Agreement shall be incorporated by reference herein and supersede the definition in this Section 1. View More

Good Reason. Means any of the following (without Executive's express written consent): (i) a reduction of Executive's title, authority, duties, position or responsibilities (other than in connection with the transition from CEO Term to Board Term prior to a Change in Control); (ii) a reduction by the Company of Executive's base salary or bonus opportunity unless proportionate to a reduction in Executive's employment schedule consented to by Executive; (iii) the relocation of Executive's principal place of... employment to a facility or a location more than fifty (50) miles from his current location; or (iv) the failure of the Company to obtain the assumption of this Agreement by any successors contemplated in Section 12 below. View More