Good Reason

Good Reason. Good Reason, as it applies to the determination by an Executive to terminate his or her employment shall mean the occurrence of any of the following events without Executive's prior written approval: (1) Executive is demoted by means of a reduction in authority or responsibilities or Executive is required to render his or her primary employment services from a location more than 50 miles from the Company's headquarters as of the time Executive began his or her employment with the Company; (2)... Executive's annual base salary for a fiscal year is reduced to a level that is less than 90% of the base salary paid to Executive during the prior fiscal year; or (3) a change is made in Executive's bonus (including a reduction in any Targeted Bonus) to a level that is less than 90% of the Targeted Bonus for Executive during the prior fiscal year. View More

Good Reason. Means the occurrence without the written consent of a Participant of any one of the following acts by Semtech or an Affiliate: (i) A Participant's Base Salary or annual bonus potential is materially diminished; (ii) A material breach of a Participant's written employment agreement with Semtech or an Affiliate (unless the individual's Letter Agreement provides otherwise); (iii) A Participant's authority, duties, or responsibilities are materially diminished; or (iv) Semtech or an Affiliate... reassigns a Participant's primary place of employment to a location that is more than seventy-five (75) miles from such Participant's primary place of employment as of immediately prior to the date such reassignment is announced and that reassignment materially and adversely affects a Participant's commute based on such Participant's principal place of employment immediately prior to the time such reassignment is announced; provided, however, that (a) a Participant must provide Semtech with written notice of the Participant's intent to terminate his or her employment and a description of the event the Participant believes constitutes Good Reason within 60 days after the initial existence of the event and (b) Semtech or an Affiliate (as applicable) shall have 60 days after a Participant provides the notice described above to cure the default that constitutes Good Reason (the 'Cure Period'). A Participant will have 30 days following the end of the Cure Period (if Semtech or an Affiliate has not cured the event that otherwise constituted Good Reason) to terminate Participant's employment, after which Good Reason will no longer exist. View More

Good Reason. Without the Executive's express written consent, the occurrence of any of the following events after a Change in Control: (1) a material diminution in the Executive's authority, duties, or responsibilities as in effect immediately prior to such Change in Control or as the same may be increased from time to time thereafter; (2) a material diminution in the authority, duties, or responsibilities of the supervisor to whom the Executive is required to report, including a requirement that the... Executive report to a corporate officer or employee instead of reporting directly to the Board; (3) a material reduction by the Company in the Executive's rate of annual base salary as in effect immediately prior to such Change in Control or as the same may be increased from time to time thereafter; (4) a material diminution in the budget over which the Executive retains authority; (5) a material change in the geographic location at which the Executive must perform services (it being acknowledged that a change of 20 miles or more shall be a material change); or (6) any other action or inaction that constitutes a material breach by the Company of this Agreement, including, without limitation, any failure by the Company to comply with and satisfy Section 10(b) of this Agreement. A termination by the Executive shall not constitute termination for Good Reason unless the Executive shall first have delivered to the Company written notice setting forth with specificity the occurrence deemed to give rise to a right to terminate for Good Reason (which notice must be given no later than 90 days after the occurrence of such event), and there shall have passed a reasonable time (not less than 30 days) within which the Company may take action to correct, rescind or otherwise substantially reverse the occurrence supporting termination for Good Reason as identified by the Executive. View More

Good Reason. Any of the following which occurs without the Executive's consent after a Change in Control: (a) The material diminution of the Executive's duties, authority or responsibility, or any material change in the geographic location at which the Executive must perform services (in this case, a material change means any location more than forty 40 land-miles from the location prior to the Change in Control); (b) A material breach by the Company of Sections 5 or 6.1 of this Agreement; or (c) A material... diminution in the Executive's base salary (in this case, a material diminution means a reduction of more than ten percent (10%) in the Executive's annual base salary). The Executive must provide written notice to the Company within 90 days of the initial existence of a condition set forth in this Section 1.9 and the Company shall have 30 days after receipt of any such notice to remedy the condition. If the Company timely remedies such condition, such condition shall not constitute Good Reason. The Executive may not terminate the Executive's employment hereunder for Good Reason more than six months after the initial existence of one (or more) of the conditions set forth in this Section 1.9 which constitutes Good Reason. If an event (the 'First Event') occurs that would have constituted Good Reason (without regard to all notice and cure provisions) under any of clauses (a), (b), (c) or (d) above but for the Executive's consent to the occurrence of the First Event, each such clause under which the First Event would have constituted Good Reason shall thereafter become inoperative such that no future event described in such clause shall constitute Good Reason whether or not Executive consents. View More

Good Reason. (i) the assignment to you by the Board of any material duties that are clearly inconsistent with your status, title and position as President and Chief Executive Officer of the Company; or (ii) a failure by the Company to pay you any amounts required to be paid under your employment agreement or this Agreement, which failure continues uncured for a period of fifteen (15) days after written notice thereof is given by you to the Board

Good Reason. Shall mean, as determined by the Administrator, any of the following that occurs without the express written consent of Grantee, unless such circumstances are cured prior to the Date of Involuntary Termination: (ii) The assignment to Grantee by the Company or a Subsidiary of duties, responsibilities and authority materially inconsistent with Grantee's position, duties, responsibilities, authority and status with the Company immediately prior to the Change of Control, or a material... adverse change in Grantee's title or offices as in effect immediately prior to the Change of Control, except in connection with the termination of Grantee's employment for Cause, death or Disability or by Grantee other than for Good Reason[. The fact that the Company becomes a subsidiary of another entity, or that the Company's status changes from publicly-traded to privately-held, as a result of the Change of Control, shall not, by itself, constitute a material reduction or change in the duties, responsibility or authority of Grantee, or a material adverse change in Grantee's title or offices]2; or A material reduction in Grantee's base salary as in effect at the time of the Change of Control, unless such reduction is on a basis not materially less favorable to Grantee relative to other employees similarly situated; or Any failure by the Company to continue in effect any material benefit plan or arrangement in which Grantee is participating at the time of the Change of Control, unless (a) an equitable arrangement (embodied in an ongoing substitute or alternative plan) has been made with respect to such plan or arrangement, or (b) such failure is on a basis not materially less favorable to Grantee, both in terms of the amount of benefits provided and the level of Grantee's participation, relative to other participants; or Any failure by the Company to continue in effect, or any material reduction in target bonus opportunity under, any bonus or incentive plan or arrangement in which Grantee is participating at the time of the Change of Control, unless (a) an equitable arrangement (embodied in an ongoing substitute or alternative plan) has been made with respect to such plan or arrangement with a comparable target bonus opportunity, or (b) such failure or reduction is on a basis not materially less favorable to Grantee, both in terms of the amount of benefits provided and the level of Grantee's participation, relative to other participants; or Any requirement by the Company that Grantee be based anywhere that is at least thirty (30) miles away from both (i) Grantee's office location as of the date of the Change of Control and (ii) Grantee's then primary residence, except for required travel by Grantee on the Company's business to an extent substantially consistent with Grantee's business travel obligations at the time of the Change of Control of the Company; or Any failure by the Company to obtain the assumption of this Agreement by any successor or assign of the Company. For these purposes, a material reduction of salary or target bonus opportunity will be deemed to have occurred if the salary or target bonus opportunity has been reduced by 10% or more from the salary or target bonus opportunity, as applicable, in effect at the time of the Change of Control. View More

Good Reason. The occurrence, without Executive's express written consent, of: (i) a reduction in Executive's compensation other than as permitted pursuant to Section 3 hereof; (ii) a relocation of the Company's headquarters to a location more than twenty (20) miles from the location of the Company's headquarters prior to such relocation; (iii) any willful breach by the Company of any material provision of this Agreement; or (iv) a significant reduction in the then-effective responsibilities of the Chief... Marketing Officer; provided that Executive gives written notice to the Company of the existence of such a condition within 90 days of the initial existence of the condition and the Company has at least 30 days from the date when such notice is provided to cure the condition without being required to make payments due to termination by the Company for Good Reason or upon a Change in Control Event. View More

Good Reason. Means, with respect to any Participant, the definition of 'good reason' as contained in the Participant's employment agreement, if any, as then in effect.

Good Reason. Shall mean the Executive'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 the Executive's consent: (i) A material reduction in the Executive's base compensation as in effect immediately prior to such reduction not including a substantially similar reduction that applies to all similarly situated executives; (ii) The assignment to the Executive of any duties, or the... reduction of the Executive's duties, either of which results in a material diminution of the Executive's authority, duties, or responsibilities with the Company in effect immediately prior to such assignment, or the removal of the Executive from such position and responsibilities; provided, however, that a reduction in duties, position or responsibilities solely by virtue of the Company being acquired and made part of a larger entity, whether as a subsidiary, business unit or otherwise (as, for example, when the Chief Executive Officer of the Company remains the Chief Executive Officer of the Company following a Change of Control where the Company becomes a wholly owned subsidiary of the acquiror, but is not made the Chief Executive Officer of the acquiring corporation) shall not constitute "Good Reason;" (iii) A material change in the geographic location at which the Executive must perform services (in other words, the relocation of the Executive to a facility that is more than twenty-five (25) miles from the Executive's current location); or (iv) the failure of the Company to obtain the assumption of the Agreement by a successor and/or acquirer. The Executive shall not resign for Good Reason without first providing the Company with written notice within ninety (90) days of the event that the Executive 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. Means the occurrence of any of the following events during the Employment Period: (a) any materially adverse change with respect to the diminution of the duties or responsibilities of the Employee to which the Employee has not agreed to in writing; (b) the assignment of the Employee to a location outside of a fifty (50) mile radius from the Employer's current headquarters; or (c) conduct on the part of the Employer amounting to fraud against the Employee