Good Reason
Example Definitions of "Good Reason"
Good Reason. (c) The Participant shall have "Good Reason" to effect a voluntary termination of his or her employment in the event that the Company (i) breaches its obligations to pay any salary, benefit or bonus due to him or her, including its obligations under this Agreement, (ii) requires the Participant to relocate more than 50 miles from the Participant's current, principal place of employment, (iii) assigns to the Participant any duties inconsistent with the Participant's position with the Company or
... significantly and adversely alters the nature or status of the Participant's responsibilities or the conditions of the Participant's employment, or (iv) reduces the Participant's base salary and/or bonus opportunity, except for across-the-board reductions similarly affecting all similarly situated employees of the Company and all similarly situated employees of any corporation or other entity which is in control of the Company; and in the event of any of (i), (ii), (iii) or (iv), the Participant has given written notice to the Committee or the Board of Directors as to the details of the basis for such Good Reason within thirty (30) days following the date on which the Participant alleges the event giving rise to such Good Reason occurred, the Company has failed to provide a reasonable cure within thirty (30) days after its receipt of such notice and the effective date of the termination for Good Reason occurs within 90 days after the initial existence of the facts or circumstances constituting Good Reason.
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Good Reason.
(c) The Participant shall have "Good Reason" to effect a For voluntary termination of
his or her employment
in the event pursuant to Section 6 below means that the
Company Corporation (i) breaches its obligations to pay any salary, benefit or bonus due to
him or her, including its obligations under this Agreement, Participant, (ii) requires the Participant to relocate more than 50 miles from the Participant's current, principal place of employment, (iii) assigns to the Participant any duties
... inconsistent with the Participant's position with the Company Corporation or significantly and adversely alters the nature or status of the Participant's responsibilities or the conditions of the Participant's employment, or (iv) reduces the Participant's base salary Base Salary and/or bonus opportunity, except for across-the-board reductions similarly affecting all similarly situated employees management personnel of the Company Corporation and all similarly situated employees management personnel of any corporation or other entity which is in control of the Company; Corporation; and in the event of any of (i), (ii), (iii) or (iv), the Participant has given written notice to the Committee or the Board of Directors as to the details of the basis for such Good Reason within thirty (30) 30 days following the date on which the Participant alleges the event giving rise to such Good Reason occurred, the Company Corporation has failed to provide a reasonable cure within thirty (30) 30 days after its receipt of such notice and the effective date of the termination for Good Reason occurs within 90 days after the initial existence of the facts or circumstances constituting Good Reason.
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Good Reason.
(c) The Participant shall have "Good Reason" to effect a For voluntary termination of
his or her employment
in the event pursuant to Section 5 below means that the
Company Corporation (i)
materially breaches its obligations to pay any salary, benefit or bonus due to
him a Participant or
her, including its obligations under otherwise materially breaches any material term of this Agreement, (ii) requires the Participant to relocate more than 50 miles from the Participant's
current, principal
... place of employment, (iii) assigns to the Participant any duties inconsistent with the Participant's position with the Company Corporation or significantly and adversely alters the nature or status of the Participant's responsibilities or the conditions of the Participant's employment, or (iv) reduces the Participant's base salary Base Salary and/or target bonus opportunity, except for across-the-board reductions similarly affecting all similarly situated employees management personnel of the Company Corporation and all similarly situated employees management personnel of any corporation or other entity which is in control of the Company; Corporation; and in the event of any of (i), (ii), (iii) or (iv), the Participant has given written notice to the Committee or the Board of Directors Plan Administrator, as defined in Section 13, as to the details of the basis for such Good Reason within thirty (30) 30 days following the date on which the Participant alleges the event giving rise to such Good Reason occurred, the Company Corporation has failed to provide a reasonable cure within thirty (30) 30 days after its receipt of such notice and the effective date of the termination for Good Reason occurs within 90 days after the initial existence of the facts or circumstances constituting Good Reason.
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Good Reason.
(c) The A Participant shall have "Good Reason" to effect a voluntary termination of his or her employment in the event that the
Company Corporation (i) breaches its obligations to pay any salary, benefit or bonus due to him or her,
including its obligations under this Agreement, (ii) requires the Participant to relocate more than 50 miles from the Participant's current, principal place of employment, (iii) assigns to the Participant any duties inconsistent with the Participant's position with
... the Company Corporation or significantly and adversely alters the nature or status of the Participant's responsibilities or the conditions of the Participant's employment, or (iv) reduces the Participant's base salary Base Salary and/or bonus opportunity, except for across-the-board reductions similarly affecting all similarly situated employees management personnel of the Company Corporation and all similarly situated employees management personnel of any corporation or other entity which is in control of the Company; Corporation; and in the event of any of (i), (ii), (iii) or (iv), the Participant has given written notice to the Committee or the Board of Directors as to the details of the basis for such Good Reason within thirty (30) 30 days following the date on which the Participant alleges the event giving rise to such Good Reason occurred, the Company Corporation has failed to provide a reasonable cure within thirty (30) 30 days after its receipt of such notice and the effective date of the termination for Good Reason occurs within 90 days after the initial existence of the facts or circumstances constituting Good Reason.
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Good Reason. (d) "Good Reason" shall mean without Executive's express written consent any of the following: (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, or the removal of Executive from such position, duties or responsibilities; (ii) a material reduction of Executive's base compensation or target bonus opportunities as in effect immediately prior to such reduction;
... (iii) the relocation of Executive to a facility or a location more than twenty (20) miles from Executive's current principal location without the prior written consent of Executive; (iv) requiring Executive to travel on behalf of the Company for more than two (2) consecutive weeks or for more than twelve (12) weeks in a calendar year without the prior written consent of Executive; (v) requiring Executive to report to someone other than Amro Albanna without the prior written consent of Executive; (vi) a material breach by the Company of this Agreement or any other agreement with Executive that is not corrected within fifteen (15) days after written notice from Executive (or such earlier date that the Company has notice of such material breach); (vii) the failure of the Company to obtain the written assumption of this Agreement by any successor contemplated in Section 12 below; or (viii) requiring Executive to engage in conduct that Executive reasonably believes to be unethical or dishonest; provided, however, that Executive's resignation shall not constitute a resignation for Good Reason unless (1) Executive provides written notice to the Company describing the existence of any Good Reason condition(s) within sixty (60) days of the date of the initial existence of the condition(s), (2) to the extent curable, the Company fails to cure the circumstance or event so identified within thirty (30) days following its receipt of such notice, and (3) the effective date of Executive's termination for Good Reason occurs no later than thirty (30) days after the expiration of the Company's cure period.
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Good Reason. (d) "Good Reason" shall mean without Executive's express written consent any of the following: (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, or the removal of Executive from such position, duties or responsibilities; (ii) a
material reduction of Executive's
base compensation
or target bonus opportunities as in effect immediately prior to such reduction;
... (iii) the relocation of Executive to a facility or a location more than twenty (20) fifty (50) miles from Executive's the Company's then current principal location without the prior written consent of Executive; (iv) requiring Executive to travel on behalf of the Company for more than two (2) consecutive weeks or for more than twelve (12) weeks in a calendar year without the prior written consent of Executive; (v) requiring Executive to report to someone other than Amro Albanna without the prior written consent of Executive; (vi) a material breach by the Company of this Agreement or any other agreement with Executive that is not corrected within fifteen (15) days after written notice from Executive (or such earlier date that the Company has notice of such material breach); (vii) or (v) the failure of the Company to obtain the written assumption of this Agreement by any successor contemplated in Section 12 below; or (viii) requiring Executive to engage in conduct that Executive reasonably believes to be unethical or dishonest; provided, however, that Executive's resignation shall not constitute a resignation for Good Reason unless (1) Executive provides written notice to the Company describing the existence of any Good Reason condition(s) within sixty (60) days of the date of the initial existence of the condition(s), (2) to the extent curable, the Company fails to cure the circumstance or event so identified within thirty (30) days following its receipt of such notice, and (3) the effective date of Executive's termination for Good Reason occurs no later than thirty (30) days after the expiration of the Company's cure period. 11 below.
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Good Reason.
(d) "Good Reason" shall Shall mean without Executive's express written consent any of the following: (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, or the removal of Executive from such position, duties or responsibilities; (ii) a material reduction of Executive's base compensation or target bonus opportunities as in effect immediately prior to such
... reduction; (iii) the relocation of Executive to a facility or a location more than twenty (20) twenty-five (25) miles from Executive's current principal location place of employment without the prior written consent of Executive; (iv) requiring Executive to travel on behalf report to anyone other than the board of directors of the Company for more than two (2) consecutive weeks ultimate parent entity of the Company, or for more than twelve (12) weeks in a calendar year without to the prior written consent extent there is parent entity of Executive; (v) requiring Executive to report the Company, then to someone other than Amro Albanna without the prior written consent of Executive; Board; or (vi) a material breach by the Company of this Agreement or any other agreement with Executive that is not corrected within fifteen (15) days after written notice from Executive (or such earlier date that the Company has notice of such material breach); (vii) the failure of the Company to obtain the written assumption of this Agreement by any successor contemplated in Section 12 below; or (viii) requiring Executive to engage in conduct that Executive reasonably believes to be unethical or dishonest; provided, however, that Executive's resignation shall not constitute a resignation for Good Reason unless (1) Executive provides written notice to the Company describing the existence of any Good Reason condition(s) within sixty (60) ninety (90) days after the Executive initially becomes aware of the date of the initial existence of the such condition(s), (2) to the extent curable, the Company fails to cure the circumstance or event so identified within thirty (30) days following its receipt of such notice, and (3) the effective date of Executive's termination for Good Reason occurs no later than thirty (30) days after the expiration of the Company's cure period.
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Good Reason.
(d) "Good Reason" shall mean without Without Executive's express written consent any of the following: (i) a significant reduction of Executive's duties, position or responsibilities relative to Executive's duties, position or responsibilities
in effect as measured either immediately prior to such
reduction, reduction or taking into consideration any overall reduction occurring during any period of twelve (12) consecutive calendar months, or the removal of Executive from such position, duties
... or responsibilities; (ii) a material change in Executive's upward reporting responsibilities; (iii) a reduction of Executive's base compensation or target bonus opportunities as in effect immediately prior to such reduction; (iii) (iv) the relocation of Executive to a facility or a location more than twenty (20) twenty-five (25) miles from the Executive's then current principal location without the prior written consent of Executive; (iv) requiring Executive to travel on behalf of the Company for more than two (2) consecutive weeks or for more than twelve (12) weeks in a calendar year without the prior written consent of Executive; primary residence; (v) requiring Executive to report to someone other than Amro Albanna without the prior written consent of Executive; (vi) a material breach by the Company of this Agreement or any other agreement with Executive that is not corrected within fifteen (15) days after written notice from Executive (or such earlier date that the Company has notice of such material breach); (vii) or (vi) the failure of the Company to obtain the written assumption of this Agreement by any successor contemplated in Section 12 below; or (viii) requiring Executive to engage in conduct that Executive reasonably believes to be unethical or dishonest; provided, however, that Executive's resignation shall not constitute a resignation for Good Reason unless (1) Executive provides written notice to the Company describing the existence of any Good Reason condition(s) within sixty (60) days of the date of the initial existence of the condition(s), (2) to the extent curable, the Company fails to cure the circumstance or event so identified within thirty (30) days following its receipt of such notice, and (3) the effective date of Executive's termination for Good Reason occurs no later than thirty (30) days after the expiration of the Company's cure period. 11 below.
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Good Reason. Any of the following actions taken without Cause by the Company or a successor corporation or entity without Employee's consent: (a) material reduction of Employee's base compensation, other than a reduction that applies generally to all similarly-situated personnel; (b) material reduction in Employee's authority, duties or responsibilities, provided, however, that a change in job position (including a change in title) shall not be deemed a "material reduction" unless Employee's new authority,
... duties or responsibilities are materially reduced from the prior authority, duties or responsibilities; or (c) relocation of the principal place at which Employee is required to provide services to the Company or Employee's principal place of employment that results in an increase in Employee's one-way driving distance by more than fifty (50) miles from Employee's then current principal place of business or residence, as applicable. In order to resign for Good Reason, Employee must provide written notice of the event giving rise to Good Reason to the Company within ninety (90) days after the condition arises, allow the Company thirty (30) days to cure such condition, and if the Company fails to cure the condition within such period, then Employee's resignation from all positions Employee then holds with the Company must be effective not later than ninety (90) days after the end of the Company's cure period.
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Good Reason. Any of the following actions taken without Cause by the Company or a successor corporation or entity without Employee's consent: (a) material reduction of Employee's base compensation, other than a reduction that applies generally to all similarly-situated personnel;
or (b) material reduction in Employee's authority, duties or responsibilities, provided, however, that a change in job position (including a change in title) shall not be deemed a "material reduction" unless Employee's new
... authority, duties or responsibilities are materially reduced from the prior authority, duties or responsibilities; or (c) relocation of the principal place at which Employee is required to provide services to the Company or Employee's principal place of employment that results in an increase in Employee's one-way driving distance by more than fifty (50) miles from Employee's then current principal place of business or residence, as applicable. responsibilities. In order to resign for Good Reason, Employee must provide written notice of the event giving rise to Good Reason to the Company within ninety (90) days after the condition arises, allow the Company thirty (30) days to cure such condition, and if the Company fails to cure the condition within such period, then Employee's resignation from all positions Employee then holds with the Company must be effective not later than ninety (90) days after the end of the Company's cure period.
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Good Reason. Any of the following actions taken without Cause by the Company or a successor corporation or entity without Employee's consent: (a) material reduction of Employee's base
compensation, compensation (and Employee and the Company agree that any diminution of ten percent (10%) or more shall be considered material for this purpose, regardless of whether such diminution occurs due to a single reduction or a series of reductions in Employee's base compensation), other than
a reduction that applies... generally to the extent the base compensation of all similarly-situated personnel; of the executive officers of the Company are concurrently reduced by the same or greater percentage; (b) material reduction in Employee's authority, duties or responsibilities, provided, however, that a change in Employee's job position (including a change in title) or title shall not be deemed a "material reduction" unless Employee's new authority, duties or responsibilities are materially reduced from the prior authority, duties or responsibilities; or (c) relocation of the principal place at which Employee is required to provide services to the Company or Employee's principal place of employment that results in an increase in Employee's one-way driving distance by more than fifty (50) miles from Employee's then current principal place of business or residence, as applicable. applicable; and (d) any other action or inaction that constitutes a material breach by the Company or any successor or affiliate of its obligations to Employee under this Agreement In order to resign for Good Reason, Employee must provide written notice of the event giving rise to Good Reason to the Company within ninety (90) days after the condition arises, allow the Company thirty (30) days to cure such condition, and if the Company fails to cure the condition within such period, then Employee's resignation from all positions Employee then holds with the Company must be effective not later than ninety (90) days after the end of the Company's cure period.
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Good Reason. Any of the following actions taken without Cause by the Company or a successor corporation or entity without Employee's consent: (a) material reduction of Employee's base
compensation, compensation (and Employee and the Company agree that any diminution of ten percent (10%) or more shall be considered material for this purpose, regardless of whether such diminution occurs due to a single reduction or a series of reductions in Employee's base compensation), other than
a reduction that applies... generally to the extent the base compensation of all similarly-situated personnel; of the executive officers of the Company are concurrently reduced by the same or greater percentage; (b) material reduction in Employee's authority, duties or responsibilities, provided, however, that a change in Employee's job position (including a change in title) or title shall not be deemed a "material reduction" unless Employee's new authority, duties or responsibilities are materially reduced from the prior authority, duties or responsibilities; or (c) relocation of the principal place at which Employee is required to provide services to the Company or Employee's principal place of employment that results in an increase in Employee's one-way driving distance by more than fifty (50) miles from Employee's then current principal place of business or residence, as applicable. applicable; and (d) any other action or inaction that constitutes a material breach by the Company or any successor or affiliate of its obligations to Employee under this Agreement In order to resign for Good Reason, Employee must provide written notice of the event giving rise to Good Reason to the Company within ninety (90) days after the condition arises, allow the Company thirty (30) days to cure such condition, and if the Company fails to cure the condition within such period, then Employee's resignation from all positions Employee then holds with the Company must be effective not later than ninety (90) days after the end of the Company's cure period.
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Good Reason. Any one or more of the following that occur without your consent: (i) a material diminution in your Base Salary, except for reductions that are comparable to reductions generally applicable to similarly situated executives of the Company, (ii) a material diminution in your job duties, responsibilities and/or authority as the Company's CFO, or (iii) a material change in the geographic location at which you must perform your services to the Company, which shall be defined to be a relocation of
... your principal workplace to a new location that is more than fifty (50) miles away from your then-current principal workplace.
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Good Reason. Any one or more of the following that occur without your consent: (i) a material diminution in your Base Salary, except for reductions that are comparable to reductions generally applicable to similarly situated executives of the
Company, Company (ii) a material diminution in your job duties, responsibilities and/or authority as the Company's
CFO, Chief Executive Officer, or (iii) a material change in the geographic location at which you must perform your services to the Company, which shall be
... defined to be a relocation of your principal workplace to a new location that is more than fifty (50) miles away from your then-current principal workplace. Notwithstanding the foregoing, a diminution in your responsibilities as a director of the Board, including any reduction, sharing or relinquishment of your title and/or role as a director, shall not constitute Good Reason.
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Good Reason. Any one or more of the following that occur without your consent: (i) a material diminution in your Base Salary, except for reductions that are comparable to reductions generally applicable to similarly situated executives of the Company,
not to exceed 10%, (ii) a material diminution in your job duties, responsibilities and/or authority as the Company's
CFO, Chief Technology Officer, or (iii)
a material change in the geographic location at which you must perform your services to the Company,
... which shall be defined to be a relocation of your principal workplace to a new location that is more than fifty (50) twenty-five (25) miles away from your then-current principal workplace.
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Good Reason.
Any Shall mean any one or more of the following that occur without your consent: (i) a material diminution in your Base Salary, except for reductions that are comparable to reductions generally applicable to similarly situated executives of the Company,
not to exceed 10%, (ii) a material diminution in your job
title, duties, responsibilities and/or authority as the Company's
CFO, CPO, or (iii) a material change in the geographic location at which you must perform your services to the Company,
... which shall be defined to be a relocation of your principal workplace to a new location that is more than fifty (50) thirty (30) miles away from your then-current principal workplace.
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Good Reason. Means Executive's right to resign from employment with the Company after providing written notice to the Company within sixty (60) days after one or more of the following events occurs without Executive's consent provided such event remains uncured thirty (30) days after Executive delivers to the Company of written notice thereof: (i) a material reduction in Executive's authority, duties and responsibilities as Chief Financial Officer, including a material reduction of authority, duties and
... responsibilities which results from Executive no longer serving as an officer of the Company; (ii) a material reduction by the Company in Executive's Base Salary in effect immediately prior to such reduction; or (iii) the failure of any entity that acquires all or substantially all of the assets of the Company in a Change in Control to assume the Company's obligations under this Agreement.
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Good Reason. Means Executive's right to resign from employment with the Company after providing written notice to the Company within sixty (60) days after one or more of the following events occurs without Executive's consent provided such event remains uncured thirty (30) days after Executive delivers to the Company
of written notice thereof: (i) a material reduction in Executive's authority, duties and responsibilities as
Chief Financial Officer, CCO, including a material reduction of authority, duties
... and responsibilities which results from Executive no longer serving as an officer of the Company; (ii) a material reduction by the Company in Executive's Base Salary in effect immediately prior to such reduction; or (iii) the failure of any entity that acquires all or substantially all of the assets of the Company in a Change in Control to assume the Company's obligations under this Agreement. Executive must terminate his employment within 90 days of the initial existence of the Good Reason condition.
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Good Reason. Means
Executive's Executive' s right to resign from employment with the Company after providing written notice to the Company within sixty (60) days after one or more of the following events occurs without Executive's consent provided such event remains uncured thirty (30) days after Executive delivers to the Company
of written notice thereof: (i) a material reduction in Executive's authority, duties and responsibilities as
Chief Financial Officer, President, Global Sales, including a material
... reduction of authority, duties and responsibilities which results from Executive no longer serving as an officer of the Company; (ii) a material reduction by the Company in Executive's Base Salary in effect immediately prior to such reduction; or (iii) the failure of any entity that acquires all or substantially all of the assets of the Company in a Change in Control to assume the Company's obligations under this Agreement. Executive must terminate his employment within 90 days of the initial existence of the Good Reason condition.
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Good Reason. Means Executive's right to resign from employment with the Company after providing written notice to the Company within sixty (60) days after one or more of the following events occurs without Executive's consent provided such event remains uncured thirty (30) days after Executive delivers to the Company of written notice thereof: (i) a
material reduction in Executive's authority, duties and responsibilities as Chief
Financial Executive Officer, including a material reduction of authority,
... duties and responsibilities which results from Executive no longer serving as an officer of the Company; (ii) a material reduction by the Company in Executive's Base Salary in effect immediately prior to such reduction; (iii) the forced relocation of the principal place of business at which Executive performs services for the Company that increases Executive's one way commute by thirty-five (35) miles or (iii) more; or (iv) the failure of any entity that acquires all or substantially all of the assets of the Company in a Change in Control to assume the Company's obligations under this Agreement.
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Good Reason. Means one or more of the following: (i) a material reduction in the Executive's title, duties, authority or responsibilities, provided that a material reduction of the Executive's title, duties, authority or responsibilities hereunder shall be deemed not to have occurred if, following a Change of Control, (A) if the Company remains a separate entity, Executive is the most senior executive directly responsible for the operations of the Company, or (B) if the Company does not remain a separate
... entity, Executive is the most senior executive directly responsible for the operations of the acquiring entity that are comprised of the former business of the Company; (ii) a material breach of this Agreement by the Company; (iii) a material reduction in Base Salary or Target Bonus opportunity by the Company to the Executive that is not in accordance with Section 4.1 and to which the Executive has not provided written consent; or (iv) any requirement following a Change of Control that the Executive be based 50 or more miles from the facility where the Executive is based immediately prior to the Change of Control. The notice by the Executive of the condition constituting Good Reason under this Agreement shall be provided to the Company in writing within ninety (90) days of the initial existence of the condition constituting Good Reason, the Company shall then have thirty (30) days after receipt of such written notice to remedy the condition, and in the event the Company fails to remedy the condition, the Executive's resignation based on such Good Reason must be effective within thirty (30) days after the expiration of such remedy period.
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Good Reason. Means one or more of the following: (i) a material reduction in the Executive's title, duties, authority or responsibilities, provided that a material reduction of the Executive's title, duties, authority or responsibilities hereunder shall be deemed not to have occurred if, following a Change of Control, (A) if the Company remains a separate entity, Executive is the most senior executive directly responsible for the
operations Regulatory, Quality, Clinical Research and Medical Affairs... functions of the Company, or (B) if the Company does not remain a separate entity, Executive is the most senior executive directly responsible for the operations Regulatory, Quality, Clinical Research and Medical Affairs functions of the acquiring entity that are comprised of the former business of the Company; (ii) a material breach of this Agreement by the Company; (iii) a material reduction in Base Salary or Target Bonus opportunity by the Company to the Executive that is not in accordance with Section 4.1 and to which the Executive has not provided written consent; or (iv) any requirement following a Change of Control that the Executive be based 50 or more miles from the facility where the Executive is based immediately prior to the Change of Control. The notice by the Executive of the condition constituting Good Reason under this Agreement shall be provided to the Company in writing within ninety (90) days of the initial existence of the condition constituting Good Reason, the Company shall then have thirty (30) days after receipt of such written notice to remedy the condition, and in the event the Company fails to remedy the condition, the Executive's resignation based on such Good Reason must be effective within thirty (30) days after the expiration of such remedy period.
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Good Reason. Means one or more of the following: (i) a material reduction in the Executive's title, duties, authority or responsibilities, provided that a material reduction of the Executive's title, duties, authority or responsibilities hereunder shall be deemed not to have occurred if, following a Change of Control, (A) if the Company remains a separate entity, Executive is the most senior executive directly responsible for the
operations Research, Development and Manufacturing functions of the Company,
... or (B) if the Company does not remain a separate entity, Executive is the most senior executive directly responsible for the operations Research, Development and Manufacturing functions of the acquiring entity that are comprised of the former business of the Company; (ii) a material breach of this Agreement by the Company; (iii) a material reduction in Base Salary or Target Bonus opportunity by the Company to the Executive that is not in accordance with Section 4.1 and to which the Executive has not provided written consent; or (iv) any requirement following a Change of Control that the Executive be based 50 or more miles from the facility where the Executive is based immediately prior to the Change of Control. The notice by the Executive of the condition constituting Good Reason under this Agreement shall be provided to the Company in writing within ninety (90) days of the initial existence of the condition constituting Good Reason, the Company shall then have thirty (30) days after receipt of such written notice to remedy the condition, and in the event the Company fails to remedy the condition, the Executive's resignation based on such Good Reason must be effective within thirty (30) days after the expiration of such remedy period.
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Good Reason. Means one or more of the following: (i) a material reduction in the Executive's title, duties, authority or responsibilities, provided that a material reduction of the Executive's title, duties, authority or responsibilities hereunder shall be deemed not to have occurred if, following a Change of Control, (A) if the Company remains a separate entity, Executive is the most senior executive directly responsible for the operations of the Company, or (B) if the Company does not remain a separate
... entity, Executive is the most senior executive directly responsible for the operations of the acquiring entity that are comprised of the former business of the Company; (ii) a material breach of this Agreement by the Company; or (iii) a material reduction in Base Salary or Target Bonus opportunity aggregate compensation paid by the Company to the Executive that is not in accordance with Section 4.1 and to which the Executive has not provided written consent; or (iv) any requirement following a Change of Control that the Executive be based 50 or more miles from the facility where the Executive is based immediately prior to the Change of Control. consent. The notice by the Executive of the condition constituting Good Reason under this Agreement shall be provided to the Company in writing within ninety (90) days of the initial existence of the condition constituting Good Reason, Reason and the Company shall then have thirty (30) days after receipt of such written notice to remedy the condition, and in the event the Company fails to remedy the condition, the Executive's resignation based on such Good Reason must be effective within thirty (30) days after the expiration of such remedy period. condition.
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Good Reason. Shall mean Executive's resignation due to any of the following events which occurs without Executive's written consent, provided that the requirements regarding advance notice and an opportunity to cure set forth below are satisfied: (i) a material diminution of Executive's compensation, including but not limited to, base salary, (ii) a material diminution of Executive's authority, duties or responsibilities, or (iii) a material change in the geographic location at which Executive must perform
... services for the Corporation (each of (i), (ii) and (iii), a "Good Reason Condition"). In order for Executive to resign for Good Reason, Executive must provide written notice to the Corporation of the existence of the Good Reason Condition within 90 days of the initial existence of such Good Reason Condition. Upon receipt of such notice of the Good Reason Condition, the Corporation will be provided with a period of 30 days during which it may remedy the Good Reason Condition and not be required to provide for the payments and benefits described herein as a result of such proposed resignation due to the Good Reason Condition specified in the Notice of Termination. If the Good Reason Condition is not remedied within the period specified in the preceding sentence, Executive may resign based on the Good Reason Condition specified in the Notice of Termination effective no later than 180 days following the initial existence of such Good Reason Condition.
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Good Reason. Shall mean Executive's resignation due to any of the following events which occurs without Executive's written consent, provided that the requirements regarding advance notice and an opportunity to cure set forth below are satisfied: (i) a material diminution of Executive's
compensation, including but not limited to, base salary,
except as part of a generalized salary reduction affecting similarly situated employees, (ii) a material diminution of Executive's authority, duties or
... class="diff-color-red">responsibilities, responsibilities (including, but not limited to, a change in Executive's position such that he is no longer Executive Chairman, which change would create such a material diminution of authority, duties or responsibilities), or (iii) a material change in the geographic location at which Executive must perform services for the Corporation (each of (i), (ii) and (iii), a "Good Reason Condition"). In order for Executive to resign for Good Reason, Executive must provide written notice to the Corporation of the existence of the Good Reason Condition within 90 days of the initial existence of such Good Reason Condition. Upon receipt of such notice of the Good Reason Condition, the Corporation will be provided with a period of 30 days during which it may remedy the Good Reason Condition and not be required to provide for the payments and benefits described herein as a result of such proposed resignation due to the Good Reason Condition specified in the Notice of Termination. If the Good Reason Condition is not remedied within the period specified in the preceding sentence, Executive may resign based on the Good Reason Condition specified in the Notice of Termination effective no later than 180 days following the initial existence of such Good Reason Condition. Notwithstanding anything herein to the contrary, Executive's transition to the position of Executive Chairman from the positions of President and Chief Executive Officer will not constitute "Good Reason," nor will it be considered to be a "Good Reason Condition".
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Good Reason. Shall mean Executive's resignation due to any of the following events which occurs without Executive's written consent, provided that the requirements regarding advance notice and an opportunity to cure set forth below are satisfied: (i) a material diminution of Executive's compensation, including but not limited to, base salary,
except as part of a generalized salary reduction affecting similarly situated employees, (ii) a material diminution of Executive's authority, duties or
... class="diff-color-red">responsibilities, responsibilities (including, but not limited to, a change in Executive's position with the Corporation from that of President and Chief Executive Officer to one where he is no longer Chairman of the Board and Chief Medical Officer, which change would create such a material diminution of authority, duties or responsibilities), or (iii) a material change in the geographic location at which Executive must perform services for the Corporation (each of (i), (ii) and (iii), a "Good Reason Condition"). In order for Executive to resign for Good Reason, Executive must provide written notice to the Corporation of the existence of the Good Reason Condition within 90 days of the initial existence of such Good Reason Condition. Upon receipt of such notice of the Good Reason Condition, the Corporation will be provided with a period of 30 days during which it may remedy the Good Reason Condition and not be required to provide for the payments and benefits described herein as a result of such proposed resignation due to the Good Reason Condition specified in the Notice of Termination. If the Good Reason Condition is not remedied within the period specified in the preceding sentence, Executive may resign based on the Good Reason Condition specified in the Notice of Termination effective no later than 180 days following the initial existence of such Good Reason Condition.
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Good Reason. The occurrence of any of the following events or conditions without Executive's written consent: (i) a material diminution in Executive's authority, duties or responsibilities; not including a narrowing of responsibilities reflecting overall growth in size and complexity of the company; (ii) a material diminution in Executive's base compensation, unless such a reduction is imposed across-the-board to senior management of the Company; (iii) a material change in the geographic location at
... which Executive must perform his or her duties (and the Company and Executive acknowledge and agree that a change in the geographic location at which Executive must perform his or her duties by more than forty-five (45) miles shall constitute a material change for purposes of this Agreement); or (iv) any other action or inaction that constitutes a material breach by the Company or any successor or affiliate of its obligations to Executive under this Agreement. Executive must provide written notice to the Company of the occurrence of any of the foregoing events or conditions which have occurred without Executive's written consent within ninety (90) days of the occurrence of such event. The Company or any successor or affiliate shall have a period of thirty (30) days to cure such event or condition after receipt of written notice of such event from Executive. Any voluntary Separation from Service for "Good Reason" following such thirty (30) day cure period must occur no later than the date that is six (6) months following the initial occurrence of one of the foregoing events or conditions without Executive's written consent. Executive's voluntary Separation from Service by reason of resignation from employment with the Company for Good Reason shall be treated as involuntary.
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Good Reason.
The Means the occurrence of any of the following events or conditions without Executive's written consent: (i) a material diminution in Executive's authority, duties or responsibilities;
not including a narrowing of responsibilities reflecting overall growth in size and complexity of the company; 3 (ii) a material diminution in Executive's base compensation, unless such a reduction is imposed across-the-board to senior management of the Company; (iii) a material change in the geographic
... location at which Executive must perform his or her duties (and the Company and Executive acknowledge and agree that a change in the geographic location at which Executive must perform his or her duties by more than forty-five (45) miles shall constitute a material change for purposes of this Agreement); duties; or (iv) any other action or inaction that constitutes a material breach by the Company or any successor or affiliate of its obligations to Executive under this Agreement. Executive must provide written notice to the Company of the occurrence of any of the foregoing events or conditions which have occurred without Executive's written consent within ninety (90) days of the occurrence of such event. The Company or any successor or affiliate shall have a period of thirty (30) days to cure such event or condition after receipt of written notice of such event from Executive. Any voluntary Separation from Service for "Good Reason" following such thirty (30) day cure period must occur no later than the date that is six (6) months following the initial occurrence of one of the foregoing events or conditions without Executive's written consent. Executive's voluntary Separation from Service by reason of resignation from employment with the Company for Good Reason shall be treated as involuntary.
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Good Reason. The occurrence of any of the following events or conditions without Executive's written consent: (i) a material diminution in Executive's authority, duties or responsibilities;
not including a narrowing of responsibilities reflecting overall growth in size and complexity of the company; (ii) a material diminution in Executive's base compensation, unless such a reduction is imposed across-the-board to senior management of the Company; (iii) a material change in the geographic location at which
... Executive must perform his or her duties (and the Company and Executive acknowledge and agree that a change in the geographic location at which Executive must perform his or her duties by more than forty-five (45) miles shall constitute a material change for purposes of this Agreement); duties; or (iv) any other action or inaction that constitutes a material breach by the Company or any successor or affiliate of its obligations to Executive under this Agreement. Executive must provide written notice to the Company of the occurrence of any of the foregoing events or conditions which have occurred without Executive's written consent within ninety (90) days of the occurrence of such event. The Company or any successor or affiliate shall have a period of thirty (30) days to cure such event or condition after receipt of written notice of such event from Executive. Any voluntary Separation from Service for "Good Reason" following such thirty (30) day cure period must occur no later than the date that is six (6) months following the initial occurrence of one of the foregoing events or conditions without Executive's written consent. Executive's voluntary Separation from Service by reason of resignation from employment with the Company for Good Reason shall be treated as involuntary.
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Good Reason. (e) "Good Reason" shall mean, without your express written consent, the occurrence after a Change in Control of the Company of any of the following circumstances unless, in the cases of paragraphs (i), (ii), (iii), (iv), (v) or (vi), such circumstances are fully corrected prior to the Date of Termination specified in the Notice of Termination given in respect thereof: (i) any significant diminution in your position, duties, responsibilities, power, or office (not solely a change in title) as in
... effect immediately prior to a Change in Control (unless such changes are required and solely related to the reporting structures of an Acquiring Corporation); (ii) any reduction, without your consent, in your annual base salary as in effect on the date hereof or as the same may be increased from time to time; (iii) the failure by the Company to (i) continue in effect any material compensation or benefit plan in which you participate immediately prior to the Change in Control, unless an equitable arrangement (embodied in an ongoing substitute or alternative plan) has been made with respect to such plan, or (ii) continue your participation therein (or in such substitute or alternative plan) on a basis not materially less favorable, both in terms of the amount of benefits provided and the level of your participation relative to other participants, as existed at the time the Change in Control; (iv) the failure by the Company to continue to provide you with benefits substantially similar to those enjoyed by you under any of the Company's life insurance, medical, health and accident, or disability plans in which you were participating at the time of the Change in Control, the taking of any action by the Company which would directly or indirectly materially reduce any of such benefits, or the failure by the Company to provide you with the number of paid vacation days to which you are entitled on the basis of years of service with the Company in accordance with the Company's normal vacation policy in effect at the time of the Change in Control; (v) any requirement by the Company or of any person in control of the Company that the location at which you perform your principal duties for the Company be changed to a new location that is outside a radius of fifty (50) miles from your principal place of employment at the time of the Change in Control; or (vi) the failure of the Company to obtain a reasonably satisfactory agreement from any successor to assume and agree to perform this Agreement, as contemplated in Section 5.
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Good Reason.
(e) "Good Reason" shall mean, without Without your express written consent,
any of the
occurrence after a Change in Control following: (a) The assignment to you of any duties inconsistent with your status as an executive officer of the Company
of any of the following circumstances unless, or an adverse alteration in the
cases nature or status of
paragraphs (i), (ii), (iii), (iv), (v) or (vi), such circumstances are fully corrected prior to the Date of Termination specified in the Notice of... Termination given in respect thereof: (i) any significant diminution in your position, duties, responsibilities, power, authorities, reporting relationships or office (not solely a change in title) as titles from those in effect immediately prior to a the Change in Control (unless such changes are required and solely related to Control; (b) A reduction by the reporting structures of an Acquiring Corporation); (ii) any reduction, without your consent, Company in your annual base salary as in effect on the date hereof or as the same may be increased from time to time; (iii) a failure by the Company to increase your salary at a rate commensurate with that of other key executives of the Company; a reduction in your annual bonus (expressed as a percentage of base salary) below the target in effect for you immediately prior to the Change in Control; or any adverse change in your long-term incentive opportunities in comparison to those in effect prior to the Change in Control; (c) The relocation of your principal place of work to any location (other than the Company's main headquarters) that is more than 50 miles from your principal place of work on the date of the Change in Control (except for required travel on the Company's business to an extent substantially consistent with your customary business travel obligations in the ordinary course of business prior to the Change in Control), or in the event you consent to any such relocation, the Company's failure to provide you with all of the benefits of the Company's relocation policy as in operation immediately prior to the Change in Control; (d) The failure by the Company to continue in effect any compensation plan, including, but not limited to, incentive or deferred compensation plans, in which you participate or the failure by the Company to (i) continue in effect any material compensation or benefit plan in which you participate immediately prior to the Change in Control, unless an equitable arrangement (embodied in an ongoing substitute or alternative plan) has been made with respect to such plan, or (ii) continue your participation therein (or in such substitute or alternative plan) on at least as favorable a basis not materially less favorable, basis, both in terms of the amount of benefits provided and the level of your participation relative to other participants, as existed at the time of the Change in Control; (iv) the (e) The failure by the Company to continue to provide you with benefits substantially similar to at least as favorable as those enjoyed by you under any of the Company's retirement, life insurance, medical, health and accident, disability or disability savings plans in which you were participating at the time of the Change in Control, Control; the taking of any action by the Company which that would directly or indirectly materially reduce any of such benefits, benefits or deprive you of any perquisite enjoyed by you at the time of the Change in Control including without limitation, the use of a car, secretary, office space, telephones, expense reimbursement and club dues; or the failure by the Company to provide you with the number of paid vacation days to which you are entitled on the basis of years of service with the Company in accordance with the Company's normal vacation policy in effect at the time of the Change in Control; (v) any requirement by the Company or of any person in control (f) The failure of the Company that to pay you any amounts of salary, bonus, benefits or expense reimbursement then owed to you or the location at which you perform your principal duties for failure of the Company be changed to a new location that is outside a radius of fifty (50) miles from your principal adhere to its payroll and other compensation schedules in place of employment at the time of just prior to the Change in Control; Control, including, but not limited to, the failure to pay any installment of deferred compensation under any deferred compensation plan or (vi) program of the Company, within seven (7) days of the date the compensation is due; (g) The failure of the Company to obtain a reasonably satisfactory agreement from any successor to assume and agree to perform this Agreement, as contemplated in Section 5 hereof or, if the business of the Company for which your services are principally performed is sold at any time after a Change in Control, the purchaser of such business shall fail to agree to provide you with the same or a comparable position, duties, compensation and benefits (as described in subsections (d) and (e) above) as provided to you by the Company immediately prior to the Change in Control; or (h) Any purported termination of your employment which is not effected pursuant to a Notice of Termination satisfying the requirements of Section 2 (and, if applicable, the requirements set out in the definition of "Cause" above); for purposes of this Agreement, no such purported termination shall be effective. Your right to terminate your employment for Good Reason will not be affected by your incapacity due to physical or mental illness. Your continued employment will not constitute a waiver of rights with respect to any act or failure to act that constitutes Good Reason.
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Good Reason.
(e) "Good Reason" shall Shall mean, without your express written consent, the occurrence
after a Change in Control of the Company of any of the following circumstances unless, in the cases of paragraphs (i), (ii), (iii), (iv), (v) or (vi), such circumstances are fully corrected prior to the Date of Termination specified in the Notice of Termination given in respect thereof: (i) any significant diminution in your position,
duties, duties responsibilities, power, or office (not solely a change in
... title) as in effect immediately prior to a Change in Control (unless such changes are required and solely related to the reporting structures of an Acquiring Corporation); title); (ii) any reduction, without your consent, in your annual base salary as in effect on the date hereof or as the same may be increased from time to time; (iii) the failure by the Company to (i) continue in effect any material compensation or benefit plan in which you participate immediately prior to the Change in Control, participate, unless an equitable arrangement (embodied in an ongoing substitute or alternative plan) has been made with respect to such plan, or (ii) continue your participation therein (or in such substitute or alternative plan) on a basis not materially less favorable, both in terms of the amount of benefits provided and the level of your participation relative to other participants, as existed at the time the Change in Control; participants; (iv) the failure by the Company to continue to provide you with benefits substantially similar to those enjoyed by you under any of the Company's life insurance, medical, health and accident, or disability plans in which you were participating at the time of the Change in Control, plans, the taking of any action by the Company which would directly or indirectly materially reduce any of such benefits, or the failure by the Company to provide you with the number of paid vacation days to which you are entitled on the basis of years of service with the Company in accordance with the Company's normal vacation policy in effect at the time of the Change in Control; policy; (v) any requirement by the Company or of any person in control of the Company that the location at which you perform your principal duties for the Company be changed to a new location that is outside a radius of fifty (50) miles from your principal place of employment at the time of the Change in Control; employment; or (vi) the failure of the Company to obtain a reasonably satisfactory agreement from any successor to assume and agree to perform this Agreement, as contemplated in Section 5.
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Good Reason. Means without the Employee's express written consent (i) a material reduction of the Employee's duties, title, authority or responsibilities, relative to the Employee's duties, title, authority or responsibilities as in effect immediately prior to such reduction, or the assignment to Employee of such reduced duties, title, authority or responsibilities; provided, however, that a reduction in duties, title, authority or responsibilities solely by virtue of the Company being acquired and made
... part of a larger entity (as, for example, when the Senior Vice-President of a business unit of the Company remains as such following a Change of Control) shall not by itself constitute grounds for a "Voluntary Termination for Good Reason"; (ii) a substantial reduction of the facilities and perquisites (including office space and location) available to the Employee immediately prior to such reduction; (iii) a reduction by the Company in the base compensation or target annual bonus opportunity of the Employee as in effect immediately prior to such reduction; (iv) a material reduction by the Company in the kind or level of benefits to which the Employee was entitled immediately prior to such reduction with the result that such Employee's overall benefits package is significantly reduced; or (v) the relocation of the Employee to a facility or a location more than thirty-five (35) miles from such Employee's then present location.
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Good Reason. Means without the Employee's express written
consent consent, (i) a material reduction of the Employee's duties, title, authority or responsibilities, relative to the Employee's duties, title, authority or responsibilities as in effect immediately prior to such reduction, or the assignment to Employee of such reduced duties, title, authority or
responsibilities; provided, however, that responsibilities, including a reduction in duties, title, authority or responsibilities solely by virtue of
... the Company being acquired and made part of a larger entity (as, for example, when the Senior Vice-President of a business unit of the Company remains as such following a Change of Control) shall not by itself constitute grounds for a "Voluntary Termination for Good Reason"; entity; (ii) a substantial reduction of the facilities and perquisites (including office space and location) available to the Employee immediately prior to such reduction; (iii) a reduction by the Company in the base compensation salary or target annual bonus opportunity of the Employee as in effect immediately prior to such reduction; (iv) a material reduction by the Company in the kind or level of benefits to which the Employee was entitled immediately prior to such reduction with the result that such Employee's overall benefits package is significantly reduced; or (v) the relocation of the Employee to a facility or a location more than thirty-five (35) thirty (30) miles from the one at which Employee is then presently employed. In order for a resignation to qualify as for "Good Reason," the Employee must provide the Company written notice of Good Reason no later than sixty (60) days after the date the Good Reason event or condition first occurred, specifically identifying the acts or omissions constituting grounds for Good Reason, and the Company must have failed to cure such Employee's then present location. Good Reason condition within thirty (30) days following the date of such notice.
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Good Reason. Means without the Employee's express written consent (i) a material reduction of the Employee's duties, title, authority or responsibilities, relative to the Employee's duties, title, authority or responsibilities as in effect immediately prior to such reduction, or the assignment to Employee of such reduced duties, title, authority or responsibilities;
provided, however, that a reduction in duties, title, authority or responsibilities solely by virtue of the Company being acquired and made... part of a larger entity (as, for example, when the Senior Vice-President of a business unit of the Company remains as such following a Change of Control) shall not by itself constitute grounds for a "Voluntary Termination for Good Reason"; (ii) a substantial reduction of the facilities and perquisites (including office space and location) available to the Employee immediately prior to such reduction; (iii) a reduction by the Company in the base compensation or target annual bonus opportunity of the Employee as in effect immediately prior to such reduction; (iv) a material reduction by the Company in the kind or level of benefits to which the Employee was entitled immediately prior to such reduction with the result that such Employee's overall benefits package is significantly reduced; or (v) the relocation of the Employee to a facility or a location more than thirty-five (35) miles from such Employee's then present location.
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Good Reason. Means without the Employee's express written consent (i) a material reduction of the Employee's duties, title, authority or responsibilities, relative to the Employee's duties, title, authority or responsibilities as in effect immediately prior to such reduction, or the assignment to Employee of such reduced duties, title, authority or responsibilities;
provided, however, that a reduction in duties, title, authority or responsibilities solely by virtue of the Company being acquired and made... part of a larger entity (as, for example, when the Senior Vice-President of a business unit of the Company remains as such following a Change of Control) shall not by itself constitute grounds for a "Voluntary Termination for Good Reason"; (ii) a substantial reduction of the facilities and perquisites (including office space and location) available to the Employee immediately prior to such reduction; (iii) a reduction by the Company in the base compensation or target annual bonus opportunity of the Employee as in effect immediately prior to such reduction; (iv) a material reduction by the Company in the kind or level of benefits to which the Employee was entitled immediately prior to such reduction with the result that such Employee's overall benefits package is significantly reduced; or (v) the relocation of the Employee to a facility or a location more than thirty-five (35) miles from such Employee's then present location.
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