Good Reason

Good Reason. (i) a reduction by the Company in the CEO'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 CEO's authority, responsibilities or duties, as measured against the CEO's authority, responsibilities or duties immediately prior to such change; or (iv) the relocation of the CEO's place of work to... a facility or a location more than 50 miles from the CEO'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 CEO's primary residence at the time such relocation is announced. View More

Good Reason. (i) a reduction by the Company in the base salary of the CLO 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 reduction by the Company in the kind or level of employee benefits to which the CLO is entitled immediately prior to such reduction with the result that the CLO's overall benefits package is significantly reduced, except where a substantially... equivalent reduction in benefits is applied to all other officers of the Company; (iii) a material, adverse change in the CLO's title, authority, responsibilities or duties, as measured against his title, authority, responsibilities or duties immediately prior to such change; or (iv) the relocation of the CLO's place of work to a facility or a location more than fifty (50) miles from the CLO's then-present work location. View More

Good Reason. The occurrence, without the Executive's written consent, of any of the events or circumstances set forth in clauses (a) through (d) below, provided, however, that an event described in clauses (a) through (d) below shall not constitute Good Reason unless it is communicated in writing in accordance with Section 7, within 90 days of the event giving rise to the claim, by the Executive to the Board or its successor and unless it is not corrected by the Company or its successor and the Executive... has not been reasonably compensated for any loss or damages resulting therefrom within thirty (30) days of the Company's receipt of such written notice View More

Good Reason. The occurrence of an Adverse Event, in each case, after the Change in Control Event. Notwithstanding the foregoing, an Adverse Event shall not be deemed to constitute Good Reason unless (i) the Participant gives the Company or the Acquiring Corporation, as applicable, notice of termination of employment or other relationship as an Eligible Participant no more than 90 days after the initial occurrence of the Adverse Event, (ii) such Adverse Event has not been fully corrected and the Participant... has not been reasonably compensated for any losses or damages resulting therefrom within 30 days of the Company's or the Acquiring Corporation's receipt of such notice and (iii) the Participant's termination of employment or other relationship as an Eligible Participant occurs within six (6) months following the Company's or the Acquiring Corporation's receipt of such notice. View More

Good Reason. Any of the following: (i) any significant diminution in the Grantee's title, authority, or responsibilities from and after a Change of Control; (ii) any reduction in the base compensation payable to the Grantee from and after a Change of Control; or (iii) the relocation after a Change of Control of the Company's place of business at which the Grantee is principally located to a location that is greater than 50 miles from the site immediately prior to the Change of Control.

Good Reason. For termination of the Grantee's shall have the meaning set forth in the Grantee's Service Agreement

Good Reason. Without the Employee's express written consent, the occurrence within two years after a Change in Control of the Corporation, or within two years after and at the request of or as a result of actions by a third party who has taken steps reasonably calculated to effect a Change in Control or after the first day of but during a Potential Change in Control Period, of any one or more of the following: (i) the assignment to the Employee of duties inconsistent with his or her position immediately... prior to the Applicable Event or a reduction or alteration in the nature of the Employee's position, duties, status or responsibilities from those in effect immediately prior to the Applicable Event; (ii) a reduction by the Corporation in the Employee's annualized and monthly or semi-monthly rate of base salary (as increased to incorporate the Employee's foreign service premium, if any) ("Base Salary") as in effect immediately prior to the Applicable Event; (iii) the Corporation's requiring the Employee to be based at a location in excess of fifty miles from the location where the Employee was based immediately prior to the Applicable Event; (iv) the failure by the Corporation (a) to continue, substantially as in effect immediately prior to the Applicable Event, all of the Corporation's employee benefit, incentive compensation, bonus, stock option and stock award plans, programs, policies, practices or arrangements in which the Employee participates (or substantially equivalent successor plans, programs, policies, practices or arrangements) or (b) to continue the Employee's participation therein on substantially the same basis, both in terms of the amount of benefits provided and the level of the Employee's participation relative to other participants, as existed immediately prior to the Applicable Event; (v) the failure of the Corporation to obtain an agreement from any successor to the Corporation to assume and agree to perform this Plan, as contemplated in Section 6 hereof; and (vi) any purported Separation from Service by the Corporation of the Employee's employment that is not effected pursuant to, and satisfying the requirements of, a Notice of Termination, and for purposes of this Plan, no such purported Separation from Service shall be effective. The Employee's right to Separate from Service for Good Reason shall not be affected by his or her incapacity due to physical or mental illness. The Employee's continued employment shall not constitute consent to, or a waiver of rights with respect to, any circumstance constituting Good Reason hereunder. The Employee's determination of the existence of Good Reason shall be final and conclusive unless such determination is not made in good faith and is made without reasonable belief in the existence of Good Reason. View More

Good Reason. The occurrence of any one or more of the following: (i) the assignment to the Employee of a position which represents a material reduction from the Employee's position on the date of this Agreement or the assignment to him of duties, other than incidental duties, inconsistent with such position or other position to which he is assigned, provided he objects to such assignment by written notice to the Corporation within 20 business days after it is made and the Corporation fails to cure, if... necessary, within 10 business days after such notice is given; (ii) any reduction in the Employee's base salary, or any material violation of any agreement between the Employee and the Corporation regarding the Employee's compensation, which remains uncured 10 business days after the Employee gives written notice to the Corporation which specifies the violation; (iii) the Employee being required by the Corporation to change the location of the Employee's principal office to one in excess of 75 miles from the Corporation's home office in Glendale, Wisconsin, provided the Employee's employment with the Corporation is terminated within 90 days after any such change of location; or (iv) any reduction in the amount of the annual bonus received by Employee for a given fiscal year within two years after a Triggering Event, as compared to the amount of annual bonus received by Employee for either of the two fiscal years of the Corporation immediately preceding the fiscal year in which the Triggering Event occurred, unless the bonus for such given fiscal year is based on objective criteria to which Employee has agreed. View More

Good Reason. Shall have the meaning set forth in the Severance Benefit Agreement between you and the Company, if any, or it none, the occurrence of any of the following events: (i) A reduction by the Company in your base salary as in effect immediately prior to the Change in Control; or (ii) A requirement by the Company that you be based or perform your duties more than 50 miles from the Company's Corporate Office location immediately prior to the Change in Control, except for required travel on the... Company's business to an extent substantially consistent with your business travel obligations immediately prior to the Change in Control; or (iii) A material breach by the Company of the terms of your Employment Agreement; 2 provided that, for a termination to be for Good Reason, you must provide notice to the Company which includes in reasonable detail, the facts and circumstances claimed to provide a basis for Good Reason. Notice of termination for Good Reason must be made by you no later than 90 days from the date such Good Reason first arises. If, within 30 days of receipt of such notice, the Company takes such appropriate actions as are necessary to correct, reverse or cure these facts and circumstances that you identify as causing Good Reason, then no Good Reason shall be deemed to have occurred. View More

Good Reason. Shall mean the occurrence, without Executive's prior written consent, of any of the following in connection with or within one year after a Change in Control: (i) any reduction of the Executive's base salary or target bonus percentage or any material reduction in any benefits; (ii) any material adverse change in Executive's duties or responsibilities, including assignment of duties inconsistent with his position held prior to a Change of Control, significant adverse alteration in the nature or... status of responsibilities or the conditions of employment prior to a Change of Control or any material diminution in position, authority, title, duties or responsibilities; (iii) any material adverse change in Executive's reporting relationship; (iv) the Company ceases to be a reporting Company under Section 12 of the Exchange Act; or (v) the relocation of Executive's principal place of performance outside of the Washington, D.C. metropolitan area; (vi) Company's failure to obtain satisfactory agreement from any successor to assume and agree to perform this agreement; and (vii) continuation or repetition, after written notice of objection from the Executive, of harassing or denigrating treatment inconsistent with his position with Company. View More