Good Reason

Good Reason. As such term is defined in a Participant's Employment Agreement

Good Reason. The definition of "Good Reason" used in the Grantees's then-effective employment agreement or other service-related agreement with the Company (or any of its subsidiaries or Affiliates), or if the Grantee does not have an employment agreement or other service-related agreement with the Company (or any of its subsidiaries or Affiliates) or such term is not defined therein, then Good Reason shall exist in the event of, without the Grantee's consent: (i) an adverse, material and sustained... diminution of the Grantee's duties, (ii) the Company requiring a change in the location for performance of Grantees's employment responsibilities hereunder to a location more than 50 miles from the Grantees's current employment location (not including ordinary travel during the regular course of employment), or (iii) the failure of the Company or any of its Affiliates or subsidiaries to pay or cause to be paid the Grantee's base salary or other compensation or fees when due; provided, that prior to the Grantee's termination of employment or other separation from service for Good Reason, the Grantee must give written notice to the Company (or the Affiliate or subsidiary which employs him or to which he renders services) of any such event that constitutes Good Reason within twenty (20) days of the occurrence of such event and such event must remain uncorrected for thirty (30) days following receipt of such written notice; and provided further that any termination due to Good Reason must occur no later than sixty (60) days after the occurrence of the event giving rise to Good Reason. View More

Good Reason. As defined in the Participant's Change in Control Employment Agreement for those Participants subject to such an agreement; otherwise, "Good Reason" shall mean (i) a material diminution in the Participant's base salary, or (ii) a material change in the geographic location at which the Participant must perform services (for this purpose, a requirement that the Participant's services be performed at a location less than forty (40) miles from the location where the Participant previously performed... services shall not be considered a material change); provided that within ninety (90) days after the occurrence of any of the events listed in clauses (i) or (ii) above the Participant delivers written notice to the Company of his/her intention to terminate his/her employment for Good Reason specifying in reasonable detail the facts and circumstances deemed to give rise to the Participant's right to terminate his/her employment for Good Reason and the Company shall not have cured such facts and circumstances within thirty (30) days after delivery of such notice by the Participant to the Company (unless the Company shall have waived its right to cure by written notice to the Participant) and provided further that the Participant in fact have a Separation from Service no later than thirty (30) days following the expiration of such thirty (30) day period. View More

Good Reason. Good Reason

Good Reason. Means either of the following: (i) the failure of the Company to pay an amount owing to the Executive, which amount constitutes salary, bonus or other compensatory amount related to his employment, after the Executive has provided the Board with written notice of such failure and such payment has not thereafter been made within 15 days of the delivery of such written notice; or (ii) the relocation of the Executive from the corporate headquarters metropolitan area (as of the date of this... Agreement) without his consent. View More

Good Reason. (i) The Company shall materially reduce the nature, scope, level or extent of Executive's responsibilities from the nature, scope, level or extent of such responsibilities prior to the Change in Control, or shall fail to provide Executive with adequate office facilities and support services to perform such responsibilities; (ii) The Company shall reduce Executive's salary below that in effect as of the date of this Agreement (or as of the Change in Control, if greater); (iii) The Company shall... require Executive to relocate Executive's principal business office or his principal place of residence outside the Chicago, Illinois Standard Metropolitan Statistical Area (the "Geographical Employment Area"), or assign to Executive duties that would reasonably require such relocation; (iv) The Company shall require Executive, or assign duties to Executive which would reasonably require Executive, to spend more than fifty normal working days away from the Geographical Employment Area during any consecutive twelve-month period; or (v) The Company shall fail to continue in effect any cash or stock-based incentive or bonus plan, retirement plan, welfare benefit plan, or other benefit plan, program or arrangement, unless the aggregate value (as computed by an independent employee benefits consultant selected by the Company) of all such compensation, retirement and benefit plans, programs and arrangements provided to Executive is not materially less than their aggregate value as of the date of this Agreement (or as of the Change in Control, if greater); or (vi) Executive's continued employment shall not constitute consent to, or a waiver of rights with respect to, any act or failure to act constituting Good Reason hereunder. For purposes of any determination regarding the existence of Good Reason, any claim by Executive that Good Reason exists shall be presumed to be correct unless the Company establishes to the Board of Directors of the Company by clear and convincing evidence that Good Reason does not exist. View More

Good Reason. For purposes of this Agreement, "Good Reason" means the occurrence of any of the following, without Executive's express written consent: (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; (ii) A substantial reduction by the Company of the facilities and perquisites (including office space and location) available to Executive immediately prior to such... reduction; (iii) A material reduction 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 pursuant to a reduction that also is applied to substantially all other executive officers of the Company and that reduces the level of employee benefits by a percentage reduction that is no greater than 15%; (iv) A reduction in Executive's Base Salary or annual cash incentive as in effect immediately prior to such reduction other than pursuant to a reduction that also is applied to substantially all other executive officers of the Company and which reduction reduces the Base Salary and/or annual cash incentive by a percentage reduction that is no greater than 15%; (v) The relocation of Executive to a facility or location more than fifty (50) miles from his current place of employment; or (vi) The failure of the Company to obtain the assumption of the employment agreement by a successor and an agreement that Executive will retain the same role and responsibilities in the merged or surviving parent company as he had prior to the merger under Section 1 of this Agreement. -7- The failure of the Company's stockholders to elect or reelect Executive to the Board will not constitute Good Reason for purposes of this Agreement. View More

Good Reason. The term "Good Reason" shall mean the occurrence of (i) any material reduction in the position, authority or office of the Executive, (ii) any material reduction in the Executive's responsibilities or duties for the Company, (iii) any material adverse change or reduction in the aggregate "Minimum Benefits," as hereinafter defined, provided to the Executive as of the Effective Date (provided that any material reduction in such aggregate Minimum Benefits that is required by law or applies... generally to all employees of the Company shall not constitute "Good Reason" as defined hereunder), (iv) any relocation of the Executive's principal place of work with the Company to a place more than sixty (60) miles from the geographical center of Akron, Ohio, or (v) the material breach or material default by the Company of any of its agreements or obligations under any provision of this Agreement which remains substantially uncured forty five (45) days after the Executive provides written notice thereof to the Board. As used in this Subsection 1(m), an "adverse change or material reduction" in the aggregate Minimum Benefits shall be deemed to result from any reduction or any series of reductions which, in the aggregate, exceeds five percent (5%) of the value of such aggregate Minimum Benefits determined as of the Effective Date. As used in this Subsection 1(m), Minimum Benefits are life insurance, accidental death, long term disability, short term disability, medical, dental, and vision benefits and the Company's expense reimbursement policy. The Executive shall give written notice to the Company on or before the date of termination of employment for Good Reason stating that the Executive is terminating employment with the Company and specifying in detail the reasons for such termination. If the Company does not object to such notice by notifying the Executive in writing within forty five (45) days following the date of the Company's receipt of the Executive's notice of termination, the Company shall be deemed to have agreed that such termination was for Good Reason. The parties agree that "Good Reason" will not be deemed to have occurred merely because the Company becomes a subsidiary or division of another entity following a "Change in Control," as defined herein, provided the Executive continues to serve as the Executive Vice President and Chief Operating Officer of the new parent company and its subsidiaries. The parties further agree that "Good Reason" will be deemed to have occurred if the purchaser, in a Change in Control transaction, does not assume this Agreement in accordance with Section 14 hereof. View More

Good Reason. The occurrence of any of the following events without Executive's consent: (i) a material reduction in Executive's base salary or annual bonus opportunity, (ii) relocation of the geographic location of Executive's principal place of employment by more than 50 miles from Executive's principal place of employment, (iii) a material breach by the Company of this Agreement or (iv) a material reduction in Executive's authority, duties or responsibilities, provided that, in each case, (A) Executive... shall provide the Company with written notice specifying the circumstances alleged to constitute Good Reason within 90 days following the first occurrence of such circumstances, (B) the Company shall have 30 days following receipt of such notice to cure such circumstances, and (C) if the Company has not cured such circumstances within such 30-day period Executive shall terminate his employment not later than 60 days after the end of such 30-day period. Any event or condition described in clauses (i) to (iv) above which occurs before a Change in Control but which Executive reasonably demonstrates (A) was at the request of a Third-Party, or (B) otherwise occurred in connection with, or in anticipation of, a Change in Control which actually occurs, shall constitute Good Reason for purposes of this Agreement notwithstanding that it occurred before the Change in Control and without regard to the notice and cure provisions hereof which shall not apply with respect to such event or condition View More

Good Reason. (i) a reduction by the Company in the Executive's Base Salary (as defined in Section 3(a)) as in effect immediately prior to such reduction, except where a substantially equivalent percentage reduction in base salary is applied to all other officers of the Company; (ii) a material, adverse change in the Executive's authority, responsibilities or duties, as measured against the Executive's authority, responsibilities or duties immediately prior to such change; or (iv) the relocation of the... Executive's place of work to a facility or a location more than 50 miles from the Executive's then-present work location, but only if such relocation results in an increased one-way commute of at least 50 miles based on the Executive's primary residence at the time such relocation is announced. View More