Good Reason

Good Reason. Your voluntary separation from service within one hundred and twenty (120) days of the initial existence of one more of the following conditions arising without your consent; (a) the Company moves your Principal Work Location more than 50 miles from Bridgewater, New Jersey; (b) the Company materially diminishes your duties or responsibilities as President and CEO (c) the Company assigns its rights and obligations under this Agreement to a purchaser of the Business or the Company, and the... purchaser does not assume the obligations of the Company under this Agreement or (d) a material breach of this Agreement by the Company which is not cured within thirty (30) days following receipt of notice specifying the nature of the breach. In order for a voluntary separation from service to be treated as termination of employment for Good Reason, you must provide notice to the Company and AkzoNobel within ninety (90) days of the initial existence of the condition that you do not consent to the condition and the Company fails to remedy the condition within thirty (30) days of receipt of such notice. View More

Good Reason. Without the Grantee's express written consent, the occurrence of any one or more of the following: (i) A material and substantial reduction in the nature or status of the Grantee's authorities or responsibilities (when such authorities and/or responsibilities are viewed in the aggregate) from their level in effect on the day immediately prior to the start of the Protected Period, other than (A) an inadvertent act that is remedied by the Company promptly after receipt of notice thereof given by... the Grantee, and/or (B) changes in the nature or status of the Grantee's authorities or responsibilities that, in the aggregate, would generally be viewed by a nationally-recognized executive placement firm as resulting in the Grantee having not materially and substantially fewer authorities and responsibilities (taking into consideration the Company's industry) when compared to the authorities and responsibilities applicable to the position held by the Grantee immediately prior to the start of the Protected Period. The Company may retain a nationally-recognized executive placement firm for purposes of making the determination required by the preceding sentence and the written opinion of the firm thus selected shall be conclusive as to this issue. In addition, if the Grantee is a vice president, the Grantee's loss of vice-president status will constitute "Good Reason"; provided that the loss of the title of "vice president" will not, in and of itself, constitute Good Reason if the Grantee's lack of a vice president title is generally consistent with the manner in which the title of vice president is used within the Grantee's business unit or if the loss of the title is the result of a promotion to a higher level office. For the purposes of the preceding sentence, the Grantee's lack of a vice-president title will only be considered generally consistent with the manner in which such title is used if most persons in the business unit with authorities, duties, and responsibilities comparable to those of the Grantee immediately prior to the commencement of the Protected Period do not have the title of vice-president. (ii) A reduction by the Company in the Grantee's annualized rate of base salary as in effect at the start of the Protected Period, or as the same shall be increased from time to time. (iii) A material reduction in the aggregate value of the Grantee's level of participation in any of the Company's short and/or long-term incentive compensation plans (excluding stock-based incentive compensation plans), employee benefit or retirement plans, or policies, practices, or arrangements in which the Grantee participates immediately prior to the start of the Protected Period; provided, however, that a reduction in the aggregate value shall not be deemed to be "Good Reason" if the reduced value remains substantially consistent with the average level of other employees who have positions commensurate with the position held by the Grantee immediately prior to the start of the Protected Period. (iv) A material reduction in the Grantee's aggregate level of participation in the Company's stock-based incentive compensation plans from the level in effect immediately prior to the start of the Protected Period; provided, however, that a reduction in the aggregate level of participation shall not be deemed to be "Good Reason" if the reduced level of participation remains substantially consistent with the average level of participation of other employees who have positions commensurate with the position held by the Grantee immediately prior to the start of the Protected Period. (v) The Grantee is informed by the Company that his or her principal place of employment for the Company will be relocated to a location that is greater than fifty (50) miles away from the Grantee's principal place of employment for the Company at the start of the corresponding Protected Period; provided that, if the Company communicates an intended effective date for such relocation, in no event shall Good Reason exist pursuant to this clause (v) more than ninety (90) days before such intended effective date. The Grantee's right to terminate employment for Good Reason shall not be affected by the Grantee's incapacity due to physical or mental illness. The Grantee's continued employment shall not constitute a consent to, or a waiver of rights with respect to, any circumstances constituting Good Reason herein. View More

Good Reason. Any one or more of the following: (i) A material diminution in the Participant's authority, duties and/or responsibilities as they existed immediately preceding the Change in Control. (ii) A material decrease in base compensation. (iii) A material reduction in the aggregate benefits available to the Participant where such reduction does not apply to all similarly-situated employees. (iv) Any geographic relocation of the Participant's position to a new location which is more than fifty (50)... miles from the location of the Participant's position immediately prior to a Change in Control. (v) Any action by a Honeywell Employer that under applicable law constitutes constructive discharge. (vi) The failure of any entity that is a successor to the Company or any of its affiliates (whether direct or indirect, by purchase, merger, consolidation or otherwise) to become a Honeywell Employer or otherwise expressly assume and agree to honor this Plan, if such action, assumption or agreement is legally required to make this Plan enforceable against the successor. Notwithstanding the foregoing, Good Reason shall not be deemed to have occurred unless the Participant provides written notice to the Company or its successor, as applicable, identifying the event or omission constituting the reason for a Good Reason termination no more than ninety (90) days following the first occurrence of such event or omission. Within thirty (30) days after notice has been provided to the Company or its successor, as applicable, the Company or its successor, as applicable, shall have the opportunity, but not the obligation, to cure such event or conditions that give rise to a Good Reason termination. If the Company or its successor, as applicable, fails to cure the events or conditions giving rise to Participant's Good Reason termination by the end of the thirty (30) day cure period, the Participant's employment shall terminate at the end of the thirty (30) day cure period. View More

Good Reason. Means, without Executive's consent, (1) the assignment to Executive of any duties inconsistent in any material respect with Executive's position (including status, offices, titles and reporting relationships), authority, duties or responsibilities as contemplated by Section 3 of the Employment Agreement, or any other action by the Company which results in a significant diminution in such position, authority, duties or responsibilities, excluding any isolated and inadvertent action not taken in... bad faith and which is remedied by the Company within ten (10) days after receipt of notice thereof given by Executive; (2) any failure by the Company to comply with any of the provisions of Sections 4 or 5 of the Employment Agreement other than an isolated and inadvertent failure not committed in bad faith and which is remedied by the Company within ten (10) days after receipt of notice thereof given by Executive; (3) Executive being required to relocate to a principal place of employment more than twenty-five (25) miles from his principal place of employment with the Company as of the Grant Date; (4) delivery by the Company of a notice discontinuing the automatic extension provision of Section 2 of the Employment Agreement; (5) failure by the Company to elect Executive to the position of sole Chairman of the Board in compliance with the terms of Section 3.1 of the Employment Agreement; or (6) any purported termination by the Company of Executive's employment otherwise than as expressly permitted by the Employment Agreement. View More

Good Reason. The occurrence, without Executive's consent, of any of the following acts by the Company, or failures by the Company to act (each a 'Good Reason Condition'), provided Executive provides written notice to the Company of the occurrence of the Good Reason Condition within ten (10) business days after the Executive has knowledge of it; the Company fails to notify Executive of the Company's intended method of correction within thirty (30) business days after the Company receives Executive's notice,... or the Company fails to correct the Good Reason Condition within thirty (30) business days after such Executive notice; and the Executive resigns within ten (10) business days after the end of the 30-business-day period after Executive's notice: (i) a material diminution in Executive's duties; (ii) the failure to elect or reelect Executive as Vice President or other officer of the Company (unless such failure is related in any way to the Company's decision to terminate Executive for cause); (iii) the failure of the Company to continue to provide Executive with office space, related facilities and support personnel (including, but not limited to, administrative and secretarial assistance) within the Company's principal executive offices commensurate with Executive's responsibilities to, and position within, the Company; (iv) a material reduction by the Company in the amount of Executive's base salary or the discontinuation or material reduction by the Company of Executive's participation at the same level of eligibility as compared to other peer employees in any incentive compensation, additional compensation, benefits, policies or perquisites subject to Executive understanding that such reduction(s) shall be permissible if the change applies in a similar way to other peer level employees; (v) the relocation of the Company's principal executive offices or Executive's place of work to a location requiring a change of more than fifty (50) miles in Executive's daily commute; or (vi) any other action or inaction by the Company that constitutes a material breach of this Agreement. View More

Good Reason. Means the occurrence of any one of the following events, unless the Participant agrees in writing that such event shall not constitute Good Reason: (i) A material and adverse change in the nature, scope or status of the Participant's position, authorities or duties from those in effect immediately following the date the Participant is selected to participate in the Plan; (ii) A material reduction in the Participant's Annual Base Salary or target annual bonus opportunity, or a material reduction... in the Participant's aggregate benefits or other compensation plans in effect immediately following the date the Participant is selected to participate in the Plan; or (iii) A relocation of the Participant's primary place of employment of more than 25 miles from the Participant's primary place of employment, and further from the Participant's primary residence, immediately following the date the Participant is selected to participate in the Plan. Notwithstanding any provision in this definition to the contrary, prior to the Participant's Separation from Service for Good Reason, the Participant must give the Company written notice of the existence of any condition set forth in clause (i) – (iii) immediately above within 90 days of its initial existence and the Company shall have 30 days from the date of such notice in which to cure the condition giving rise to Good Reason, if curable. If, during such 30-day period, the Company cures the condition giving rise to Good Reason, the condition shall not constitute Good Reason. Further notwithstanding any provision in this definition to the contrary, in order to constitute a Separation from Service for Good Reason, such termination must occur within six months of the initial existence of the applicable condition. View More

Good Reason. The occurrence of any of the following actions or failures to act, but in each case only if it is not consented to by the Optionee in writing: (a) a material adverse change in the Optionee's duties, reporting responsibilities, titles or elected or appointed offices as in effect immediately prior to the effective date of such change; (b) a material reduction by the Company in the Optionee's base salary or annual bonus opportunity in effect immediately prior to the effective date of such... reduction, not including any reduction resulting from changes in the market value of securities or other instruments paid or payable to the Optionee; (c) solely in the case of the CEO, any change of more than fifty (50) miles in the location of the principal place of employment of the CEO immediately prior to the effective date of such change. For purposes of this definition, none of the actions described in clauses (a) and (b) above shall constitute Good Reason with respect to the Optionee if it was an isolated and inadvertent action not taken in bad faith by the Company and if it is remedied by the Company within thirty (30) days after receipt of written notice thereof given by the Optionee (or, if the matter is not capable of remedy within thirty (30) days, then within a reasonable period of time following such thirty (30) day period, provided that the Company has commenced such remedy within said thirty (30) day period); provided that Good Reason shall cease to exist for any action described in clauses (a) and (b) above on the sixtieth (60th) following the later of the occurrence of such action or the Optionee's knowledge thereof, unless the Optionee has given the Company written notice thereof prior to such date View More

Good Reason. Shall mean Executive's termination of employment following the expiration of any cure period (discussed below) following the occurrence, without Executive's express written consent, of one or more of the following: (a) a material reduction by the Company in Executive's annual total target cash compensation (other than pursuant to a reduction applying generally to employees of the same corporate rank); or (b) Executive's relocation to principal offices that are either (i) not located on Oahu,... Hawaii, or (ii) not within 40 miles of Honolulu, Hawaii. Executive may not resign for Good Reason without first providing the Company with written notice within sixty (60) days of the event that 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. For termination by the Executive of the Executive's employment shall mean the occurrence (without the Executive's express written consent) after any Change in Control, or after any Potential Change in Control under the circumstances described in the second sentence of Section 6.01 hereof (treating all references in paragraphs (I) through (VII) below to a "Change in Control" as references to a "Potential Change in Control"), of any one of the following acts by the Company, or failures by the... Company to act: (I) the assignment to the Executive of any duties inconsistent with the Executive's status as an executive officer of the Company or a substantial adverse alteration in the nature or status of the Executive's responsibilities from those in effect immediately prior to the Change in Control; (II) a reduction by the Company in the Executive's annual base salary as in effect on the date hereof or as the same may be increased from time to time; (III) the relocation of the Company's principal executive offices to a location outside a ten (10) mile radius from the city limits of Atlanta, Georgia (or, if different, a ten (10) mile radius from the city limits in which such offices are located immediately prior to the Change in Control) or the Company's requiring the Executive to be based anywhere other than the metropolitan area in which the Executive is based immediately prior to the Change in Control except for required travel on the Company's business to an extent substantially consistent with the Executive's present business travel obligations; (IV) any other action or inaction that constitutes a material breach by the Company of the Agreement. The Executive shall provide notice to the Company of the existence of Good Reason described in this section within a period not to exceed ninety (90) days of the initial existence of the condition, upon the notice of which the Company must be provided a period of at least thirty (30) days during which it may remedy the condition and not be required to pay the amount. View More

Good Reason. The term "Good Reason" shall have the meaning ascribed to it in the Amended Employment Agreement.