Good Reason

Good Reason. For termination by the Executive of the Executive's employment shall mean the occurrence (without the Executive's express written consent which specifically references this Agreement) after any Change in Control of any one of the following acts by the Company, or failures by the Company to act, unless such act or failure to act is corrected prior to the Date of Termination specified in the Notice of Termination given in respect thereof: (i) a reduction in the Executive's annual base salary as... in effect immediately prior to the Change in Control (exclusive of any across the board reduction similarly affecting all or substantially all similarly situated employees determined without regard to whether or not an otherwise similarly situated employee's employment was with the Company prior to the Change in Control), (ii) a reduction in the Executive's target annual bonus as in effect immediately prior to the Change in Control (exclusive of any across the board reduction similarly affecting all or substantially all similarly situated employees determined without regard to whether or not an otherwise similarly situated employee's employment was with the Company prior to the Change in Control), or (iii) the assignment to the Executive of a job position with a total point value under the Hay Point Factor Job Evaluation System that is less than seventy percent (70%) of the total point value of the job position held by the Executive immediately before the Change in Control; provided, however, that in the event there is a claim by the Executive that there has been such an assignment and the Company disputes such claim, whether there has been such an assignment shall be conclusively determined by the HayGroup (or any successor thereto) or if such entity (or any successor) is no longer in existence or will not serve, a consulting firm mutually selected by the Company and the Executive or, if none, a consulting firm drawn by lot from two nationally recognized consulting firms that agree to serve and that are nominated by the Company and the Executive, respectively (such consulting firm, the "Consulting Firm") under such procedures as the Consulting Firm shall in its sole discretion establish; provided further that such procedures shall afford both the Company and the Executive an opportunity to be heard; and further provided, however, that the Company and the Executive shall use their best efforts to enable and cause the Consulting Firm to make such determination within thirty (30) days of the Executive's claim of such an assignment. The Executive's continued employment shall not constitute consent to, or a waiver of rights with respect to, any act or failure to act constituting Good Reason hereunder. View More

Good Reason. Has the meaning set forth in Section 4d.

Good Reason. The occurrence of any of the following upon, or within 24 months after, or six (6) months prior to the occurrence of a Change in Control of Discover or the Business Unit in which you are Employed, without your prior written consent: (1) (A) Any material diminution in your assigned duties, responsibilities and/or authority, including the assignment to you of any duties, responsibilities or authority inconsistent with the duties, responsibilities and authority assigned to you, immediately prior... to such assignment your removal from, or any failure to re-elect you to, any of such positions, except in connection with the termination of your Employment as a result of your death or Disability, by the Company for Cause or by you other than for Good Reason or (B) a material diminution in the authority, duties, or responsibilities of the supervisor to whom you are required to report; (2) Any reduction in your base compensation, including the employee benefits provided to you; provided, however, that Company-initiated across-the-board reductions in compensation or benefits affecting substantially all Company employees shall alone not be considered "Good Reason," unless the compensation reductions exceed twenty percent (20%) of your base compensation; (3) A material diminution of the budget over which you have authority; (4) The Company's requiring you to be based at a location that (A) is in excess of thirty-five (35) miles from the location of your principal job location or office immediately prior to the Change in Control, or (B) results in an increase in your normal daily commuting time by more than ninety (90) minutes, except for required travel on Company's business to an extent substantially consistent with your then present business travel obligations; or (5) Any other action or inaction that constitutes a material breach by the Company of any agreement pursuant to which you provide services to the Company. For purposes of Sections 23(l)(1) through (5) above, the duties, responsibilities and/or authority assigned to you shall be deemed to be the greatest of those in effect prior to or after the Change in Control. Unless you become Disabled, your right to terminate your Employment for Good Reason shall not be affected by your incapacity due to physical or mental illness. Your continued Employment shall not constitute consent to, or a waiver of rights with respect to, any circumstance constituting Good Reason. Notwithstanding the foregoing, Good Reason shall not exist unless you give the Company written notice thereof within 10 days after its occurrence and the Company shall not have remedied the action within 30 days after such written notice. View More

Good Reason. A 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, (ii) requires the Executive to relocate more than 50 miles from the Company's headquarters, (iii) assigns to the Executive any duties inconsistent with the Executive's position with the Company or significantly and adversely alters the nature or status of the Executive's... responsibilities or the conditions of the Executive's employment, or (iv) reduces the Executive's base salary and/or bonus opportunity, except for across-the-board reductions similarly affecting all management personnel of the Company and all management personnel 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 Executive 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 Executive 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. View More

Good Reason. As defined in the Grantee's then current employment agreement (or employment offer letter, as applicable) with the Company and/or the Partnership if such agreement contains a definition of Good Reason.

Good Reason. Shall have the meaning set forth in the 2007 Performance Plan except: (i) any Award made to a Participant under the MAP, (ii) any other equity-based awards or other incentive compensation awards made to a Participant by any of Delta (or any Affiliate) or Northwest (or any subsidiary) at or prior to the closing of the Merger and (iii) any retention payment or special travel benefits provided to a Participant as a result of his or her initial employment with Delta or any Affiliate, will be... ignored for purposes of determining whether a Participant has suffered a reduction that constitutes Good Reason under the MAP. Furthermore, with respect to any Participant who was employed by Northwest or any subsidiary thereof immediately prior to the closing of the Merger, all compensation and benefit programs provided to such Participant prior to the Merger by Northwest or any subsidiary thereof, including, without limitation, the Participant's base salary, will be ignored for purposes of determining whether a Participant has suffered a reduction that constitutes Good Reason under the MAP. View More

Good Reason. Any of the following unless such event is agreed to, in writing or as set forth below, by Executive: (i) a material reduction in Executive's compensation (including salary or benefits, but excluding the substitution of substantially equivalent compensation and benefits), other than as a result of a reduction in compensation affecting employees of the Company, or its successor entity, generally; (ii) a material diminution of Executive's duties or responsibilities relative to Executive's duties... and responsibilities in effect immediately prior to the Change of Control, provided however, that, in the case of the Company being acquired and made part of a larger organization, a change in Executive's title or reporting requirements where Executive's duties, responsibilities and authority after the Change of Control are functionally similar to Executive's duties, responsibilities and authority prior to the Change of Control (as, for example, when the Vice-President, Sales of the Company remains responsible for sales of the Company's products following a Change of Control but is not made the Vice President, Sales of the acquiring corporation) will not constitute "Good Reason;" (iii) a material change in the geographic location at which Executive must perform services (in other words, the relocation of Executive's place of employment to a location more than 50 miles from the Company's office location at the time of the Change of Control); and (iv) failure of a successor entity in any Change of Control to assume and perform under this Agreement. If any of the events set forth above will occur, Executive will give prompt written notice of such event to the Company, or its successor entity, and if such event is not cured within thirty (30) days from such notice Executive may exercise Executive's rights to resign for Good Reason, provided that if Executive have not exercised such right within forty-five (45) days of the date of such notice Executive will be deemed to have agreed to the occurrence of such event. View More

Good Reason. Any of the following unless such event is agreed to, in writing or as set forth below, by you: (i) a material reduction in your salary or benefits (excluding the substitution of substantially equivalent compensation and benefits), other than as a result of a reduction in compensation affecting employees of the Company, or its successor entity, generally; (ii) a material diminution of your duties or responsibilities relative to your duties and responsibilities in effect immediately prior to the... Change of Control, provided however, that, in the case of the Company being acquired and made part of a larger organization, a change in your title or reporting requirements where your duties, responsibilities and authority after the Change of Control are functionally similar to your duties, responsibilities and authority prior to the Change of Control (as, for example, when the Vice-President, Sales of the Company remains responsible for sales of the Company's products following a Change of Control but is not made the Vice President, Sales of the acquiring corporation) shall not constitute "Good Reason;" (iii) relocation of your place of employment to a location more than 50 miles from the Company's office location at the time of the Change of Control; and (iv) failure of a successor entity in any Change of Control to assume and perform under this Agreement. If any of the events set forth above shall occur, you shall give prompt written notice of such event to the Company, or its successor entity, and if such event is not cured within thirty (30) days from such notice you may exercise your rights to resign for Good Reason, provided that if you have not exercised such right within 45 days of the date of such notice you shall be deemed to have agreed to the occurrence of such event. View More

Good Reason. As to any Participant, means (i) the Participant's compensation or employment related benefits are reduced (other than across-the-board reductions that affect management employees generally); (ii) the Participant's status, title(s), office(s), working conditions, or management responsibilities are diminished (other than changes in reporting or management responsibilities required by applicable federal or state law); or (iii) the location of Participant's place of employment is changed by more... than 30 miles without the Participant's consent. View More

Good Reason. Shall mean (i) a material reduction in the duties, powers or authority of the Covered Executive as an officer or employee of the Company or (ii) the relocation of the Company's headquarters to a location more than thirty (30) miles outside of the Brentwood, Tennessee metropolitan area, in either case, without the Covered Executive's consent. A termination shall be due to Good Reason only if (A) the Covered Executive notifies the Company of the existence of the condition that otherwise... constitutes Good Reason within thirty (30) days of the initial existence of the condition and (B) the applicable member of the Company Group fails to remedy the condition within thirty (30) days following its receipt of the Covered Executive's notice of the condition constituting Good Reason (the "Cure Period") and the Covered Executive terminates employment with the Company due to the condition within thirty (30) days of the expiration of the Cure Period. View More