Good Reason

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 annual 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 alternation 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) any failure of the Company's common shares of beneficial interest to be listed on the New York Stock Exchange ("NYSE"), the American Stock Exchange ("AMEX") or The NASDAQ Global Market ("NASDAQ"), or listed on an exchange that is a successor to NYSE, AMEX or NASDAQ; or (v) the relocation of Executive's principal place of performance outside of a 25-mile radius of the then current location; (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

Good Reason. A material diminution of the Key Employee's base salary, (ii) a material diminution in the Key Employee's authority, duties or responsibilities, (iii) a material change in geographic location at which the Key Employee must perform services for LCC, or (iv) any other action or inaction that constitutes a material breach of the terms of a written agreement between LCC and the Key Employee; provided, however, that an event shall not constitute "Good Reason" unless, within ninety (90) days of the... initial existence of an event, the Key Employee gives LCC at least thirty (30) days' prior written notice of such event setting forth a description of the circumstances constituting Good Reason and LCC fails to cure such within the thirty (30)-day period following LCC's receipt of such written notice View More

Good Reason. Means, without the Executive's express written consent, the occurrence after the Effective Date of any one (1) or more of the following that continues for a period of more than 30 days after the Executive has provided the Company written notice of such occurrence: (i) A material reduction of the Executive's authorities, duties, responsibilities, title or reporting requirements as an executive and/or officer of the Company other than an insubstantial and inadvertent reduction that is remedied... by the Company; (ii) The Company's requiring the Executive to be based at a location greater than fifty (50) miles from the location of the Executive's principal job location or office as of the Effective Date; except for required travel on the Company's business to an extent substantially consistent with the Executive's business travel obligations prior to the Effective Date; (iii) A material reduction by the Company of the Executive's Base Salary in effect on the Effective Date hereof, as the same shall be increased from time to time; (iv) The failure of the Company to continue in effect, or the failure to continue the Executive's participation on substantially the same basis in, any of the Company's short- and long-term incentive compensation plans, or employee benefit or retirement plans, policies, practices, or other compensation arrangements (except for the expiration or termination of this Plan in accordance with its terms) in which the Executive participates prior to the Effective Date that results in a material reduction in the Executive's Target Annual Total Compensation unless such failure to continue the plan, policy, practice, or arrangement pertains to all plan participants generally; provided, however, that a decrease in the Executive's Target Annual Total Compensation in excess of ten percent (10%) shall constitute Good Reason. Any claim by the Executive that Good Reason exists shall be presumed to be correct unless the Company establishes by clear and convincing evidence that Good Reason does not exist. View More

Good Reason. Means, without a Participant's consent, the occurrence of any of the following events which is not cured by the Company within ten (10) business days following the Participant's written notice to the Company of the event constituting Good Reason

Good Reason. Means, without a Participant's consent, the occurrence of any of the following events which is not cured by the Company within ten (10) business days following the Participant's written notice to the Company of the event constituting Good Reason; provided, however, that, if such written notice is not received by the Company within the thirty (30) day period after the date on which the Participant first had knowledge of the occurrence of such event giving rise to Good Reason (or, in the case of... multiple events, the latest to occur of such events), any such written notice shall not be effective and the Participant shall be deemed to have waived his/her right to terminate employment for Good Reason with respect to such event: (i) Demotion, reduction in title, reduction in position or responsibilities, or change in reporting responsibilities or reporting level that is materially and adversely inconsistent with the Participant's then position or the assignment of duties and/or responsibilities materially and adversely inconsistent with such position; or (ii) Relocation of the Participant's primary office location more than fifty (50) miles from the Participant's then current office location; or (iii) Reduction of greater than 10% in the Participant's then base salary or reduction of greater than 10% in the Participant's then long term or short term incentive compensation opportunity or a reduction in the Participant's eligibility for participation in the Company's benefit plans that is not commensurate with a similar reduction among similarly situated employees. View More

Good Reason. The occurrence of any one or more of the following conditions without the prior written consent of the Executive: (a) any material failure by the Company to comply with any of the provisions of Section 2(a)(i) or Section 2(b); or (b) any failure by the Company to comply with and materially satisfy Section 9(c)

Good Reason. The Executive shall have "Good Reason" to terminate his employment under this Agreement if, at any time after a Change of Control has occurred and before the third anniversary of that Change of Control, one or more of the events listed in (a) through (f) of this Section 10.11 occurs and, based on that event, the Executive gives notice of such event (and of his intention to terminate his employment if Invacare does not cure such condition(s)) on a date that is both (i) within 90 days of the... occurrence of that event and (ii) not later than the third anniversary of that Change of Control, and Invacare does not cure the condition(s) constituting the event within 30 days after such notice: 15 (a) The Executive is subjected to a Demotion or Removal involving a material diminution in the Executive's authority, duties, or responsibilities or in those of the individual to whom the Executive is required to report; or (b) The Executive's Annual Base Salary is materially reduced (which for this purposes shall be deemed to occur if the reduction is five percent (5%) or greater); or (c) The Executive's opportunity for incentive compensation is materially reduced from the level of his opportunity for incentive compensation as in effect immediately before the date of the Change of Control or from time to time thereafter (which for this purposes shall be deemed to occur if the reduction is equivalent to a five percent (5%) or greater reduction in Executive's Annual Base Salary); or (d) The Executive is excluded (other than by his volitional action(s)) from full participation in any benefit plan or arrangement maintained for senior executives of Invacare generally, and such exclusion materially reduces the benefits provided to the Executive; or (e) The Executive's principal place of employment for Invacare is relocated a material distance (which for this purpose shall be deemed to be more than 35 miles) from One Invacare Way, Elyria, Ohio; or (f) Any other action or inaction that constitutes a material breach by Invacare of this Agreement or any other agreement under which the Executive provides his services to Invacare. View More

Good Reason. (i) a reduction in your title or a material reduction in your duties or responsibilities that is inconsistent with your position as President and Chief Executive Officer such that you no longer report directly to the Board, without your prior written consent; (ii) any reduction in your base annual salary or target bonus opportunity (other than in connection with a general decrease in the salary or target bonuses for all officers of Intuit) without your prior consent; (iii) a material breach by... Intuit of any of its obligations hereunder after you provide Intuit with written notice within a reasonable period of time following such breach and a reasonable opportunity to cure of not less than 30 days; (iv) failure of any successor to assume this agreement; or (v) a requirement by Intuit, without your prior written consent, that you relocate your principal office to a facility more than 50 miles from Intuit's current headquarters; View More

Good Reason. The occurrence of any of the following events, unless the Employee has consented in writing thereto: (i) a reduction by the Company and its subsidiaries in the Employee's base salary as in effect immediately prior to the Change in Control; (ii) the failure by the Company or a subsidiary to continue in effect any Plan (as hereinafter defined) in which the Employee was participating at the time of the Change in Control (i.e., with the effect of diminishing the Employee's compensation or benefits,... or his or her opportunity to earn compensation through service or through satisfaction of performance conditions), unless such Plan (x) is replaced by a successor Plan providing to the Employee substantially similar compensation and benefits (which replacement Plan shall continue to be subject to this provision) or (y) terminates as a result of the normal expiration of such Plan in accordance with its terms, as in effect immediately prior to the Change in Control; or the taking of any other action, or the failure to act, by the Company or a subsidiary which would materially adversely affect the Employee's continued participation in any of such Plans as compared to the terms of such participation on the date of the Change in Control, including by materially reducing the Employee's benefits in the future under any such Plans; (iii) effecting a change in the position of the Employee which does not represent a position commensurate in level, authority and responsibilities with or a promotion from Employee's position with the Company or any of its subsidiaries immediately prior to the date of the Change in Control, or assigning to the Employee responsibilities which are materially inconsistent with such prior position; (iv) the Company's or a subsidiary's requiring the Employee to be based anywhere more than 45 miles from the location of Employee's office immediately prior to the Change in Control, except for required travel on the business of the Company or subsidiaries to an extent substantially consistent with the business travel obligations which the Employee undertook on behalf of the Company or subsidiaries prior to the Change in Control; or (v) the failure of the Company to obtain the binding agreement of any successor to the Company expressly to assume and agree to fully perform the Company's obligations under this Policy, as contemplated in Section 11(f) hereof; in each case after notice in writing from the Employee to the Company within 90 days after the initial occurrence of the event or initial existence of the condition constituting Good Reason, and after a period of 30 days after such notice has been given during which the Company and its subsidiaries fail to correct such conduct or condition. Immaterial diminutions in compensation or authority, duties or responsibilities (with materiality determined under Treasury Regulation § 1.409A-1(n)(ii)) shall not constitute "Good Reason"; unless otherwise required by Section 409A, a diminution of 1% of total direct compensation shall be deemed material. View More

Good Reason. Executive shall be deemed to resign for Good Reason if and only if (A) his Termination Date occurs within the two-year period immediately following the date on which a Covered Action (as defined by clause (ii), below) occurs, and (B) the conditions specified by clauses (ii) and (iii), below, are satisfied.