Good Reason

Good Reason. Means: (a) the continued assignment to the Employee of any duties or the continued significant change in the Employee's duties, either of which is substantially inconsistent with the Employee's duties immediately prior to such assignment or after notice thereof from the Employee to the Board setting forth in reasonable detail the respects in which the Employee believes such assignments or duties are significantly inconsistent with the Employee's prior duties; (b) a reduction in the Employee's... then base compensation; (c) the imposition of a requirement by the Company, any person in control of the Company or any successor to the Company, that the location at which the Employee performs his principal duties for the Company or any successor to the Company be changed to a new location outside a radius of 50 miles from the then current location; or (d) any breach by the Company of any material provision of this Agreement; provided that none of the foregoing shall constitute Good Reason to the extent the Employee has agreed in writing thereto. The right of the Employee to terminate his at will employment as a result of Good Reason shall not be affected by the Employee's disability, or the fact that the Employee at such time may have an offer of employment from another employer or any other reason for terminating his employment with the Company. View More

Good Reason. (i) a material diminution in the Participant's authority, duties or responsibilities, (ii) relocation of the Company's executive office in Connecticut to a location more than thirty-five (35) miles from its current location or more than thirty-five (35) miles further from the Participant's residence at the time of relocation, or (iii) any material breach of an employment agreement, if any, that is in effect at any time between the Participant and the Company. Before a termination by a... Participant will constitute termination for Good Reason, the Participant must give the Company a Notice of Good Reason within ninety (90) calendar days following the occurrence of the event that constitutes Good Reason. Failure to provide such Notice of Good Reason within such 90-day period shall be conclusive proof that the Participant shall not have Good Reason to terminate employment. Good Reason shall exist only if (A) the Employer fails to remedy the event or events constituting Good Reason within thirty (30) calendar days after receipt of the Notice of Good Reason from the Participant and (B) the Participant terminates his or her employment within sixty (60) days after the end of the period set forth in clause (A) above. If the Participant determines that Good Reason for termination exists and timely files a Notice of Good Reason, such determination shall be presumed to be true and the Company will have the burden of proving that Good Reason does not exist View More

Good Reason. For purposes of this Agreement, "Good Reason" is defined as the occurrence of any of the following without Employee's express written consent and following the Cure Period: (i) a reduction in Employee's then current salary or target bonus opportunity as a percentage of salary; (ii) a change in the reporting structure so that Employee reports to someone other than directly to the Board; (iii) any executive in charge of a major business function or major business unit or division not reporting... directly to Employee; (iv) Employee has a material reduction in position, status, duties or responsibilities, or is assigned duties materially inconsistent with his position; (v) a relocation of Company headquarters outside of the Seattle/Bellevue metropolitan area; (vi) a material breach of this Agreement by the Company; (vii) the failure of the Company to obtain the assumption in writing of its obligation to perform this Agreement by any successor to all or substantially all of the assets of the Company within ten (10) business days after a merger, consolidation, sale or similar transaction; or (viii) a change in the composition of the Board occurring within a two-year period, as a result of which fewer than a majority of the directors are Incumbent Directors. "Incumbent Directors" will mean directors who either (A) are directors of the Company as of the Effective Date, or (B) are elected, or nominated for election, to the Board with the affirmative votes of at least a majority of the Incumbent Directors at the time of such election or nomination. For purposes of the preceding, individuals who are elected pursuant to clause (B) also shall be considered Incumbent Directors. View More

Good Reason. The occurrence of any of the following without the Executive's express prior written consent: (i) a material reduction of or to the Executive's duties, title, responsibilities or reporting relationship; (ii) a material reduction of the Executive's Base Salary; (iii) a material reduction of the Executive's Target Bonus; (iv) a material reduction in the kind or level of employee benefits to which the Executive is entitled that occurs within 12 months following a Company Transaction, unless... similarly situated employees also experience a reduction; (v) a requirement that the Executive relocate his primary work location more than 25 miles from Bellevue, Washington or from any work location to which the Company transfers the Executive during the course of his employment and to which such transfer the Executive has consented; (vi) in connection with a Company Transaction, the failure of the Company to assign this Agreement to a successor to the Company or the failure of a successor to the Company to explicitly assume and agree to be bound by this Agreement in a writing delivered to the Executive; or (vii) a material breach of this Agreement by the Company. Notwithstanding the foregoing, termination of employment by the Executive will not be for Good Reason unless (x) the Executive delivers written notice to the Company (the "Good Reason Notice") of the existence of the condition which the Executive believes constitutes Good Reason within 30 days of the initial existence of such condition (which Good Reason Notice specifically identifies such condition), (y) the Company fails to remedy such condition within 30 days after the date on which it receives such notice (the "Good Reason Cure Period"), and (z) the Executive actually terminates employment within 30 days after the expiration of the Good Reason Cure Period. View More

Good Reason. For purposes of this Agreement, "Good Reason" shall mean: i. Any materially adverse change or diminution in the office, title, duties, powers, authority or responsibilities of Employee, provided such change or diminution continues uncorrected for a period of thirty (30) calendar days after the Company shall have received written notice from Employee stating the nature of such change or diminution; ii. A reduction in Employee's then Base Salary or target Bonus Compensation or a material... reduction of any material employee benefit or perquisite enjoyed by him or her (other than as consented to by Employee); iii. Failure of the Company to obtain the assumption in writing of its obligation to perform this Agreement by any purchaser of all or substantially all of the assets of the Company within thirty (30) calendar days after a sale or transfer of such assets; and/or iv. A relocation of the Employee's own office location as assigned to him or her by the Company, to a location more than forty (40) miles from his or her existing office location, or a materially adverse change, without Employee's consent, in the business travel requirements of Employee's position. View More

Good Reason. Means those events or conditions described in paragraph 9(c)(i) through (vii) below.

Good Reason. For purposes of this Agreement, "Good Reason" means the occurrence of any of the following without Executive's express written consent: (i) a reduction in Executive's position or duties, (ii) a reduction in Executive's Salary other than a one-time reduction that in the aggregate does not exceed 10% that also is applied to substantially all of the Company's other senior executives, (iii) relocation of Executive's primary place of business for the performance of her duties to the Company to a... location that is more than 30 miles from its location as of the Commencement Date, or (iv) any material breach or material violation of a material provision of this Agreement by the Company (or any successor to the Company). View More

Good Reason. A reduction in a Participant's annual base salary as in effect immediately before a Change in Control or the failure to pay abonus award to which a Participant is otherwise entitled under any of the short-term or long-term incentive plans in which the Participant participates (or any successor incentive compensation plans) at the time such awards are usually paid.

Good Reason. Without Executive's express written consent, any of the following circumstances: (i) a material diminution in the status or responsibilities of Executive's position from those which existed immediately prior to such diminution; (ii) a reduction in Executive's Base Salary as in effect immediately prior to such reduction, or the failure to pay a bonus award to which Executive is otherwise entitled under any of the short term or long term incentive plans in which Executive participates (or any... successor incentive compensation plans) at the time such awards are usually paid; (iii) Executive becoming entitled to types or amounts of other compensation and benefits which are materially less (or materially less valuable) than the types or amounts of such compensation and benefits provided to other similarly situated officers; or (iv) a change in the principal place of Executive's employment requiring relocation outside the Atlanta, Georgia, metropolitan area. View More

Good Reason. A termination of employment initiated by Executive upon one or more of the following occurrences after the Commencement Date: (i) any failure of the Company or its successor to comply with and satisfy any of the terms of this Agreement; (ii) any significant involuntary reduction of the authority, duties, responsibilities or reporting relationships held by Executive; (iii) any involuntary removal of Executive from the employment grade, compensation level or officer positions which Executive... holds with the Company, except in connection with promotions to higher office; (iv) any involuntary reduction in Executive's target level of annual and long-term compensation; (v) any transfer of Executive, without his express consent, to a location that is outside the Bryn Mawr, Pennsylvania area by more than 50 miles, other than on a temporary basis (less than six months); or (vi) Executive being required to undertake business travel to an extent substantially greater than Executive's then existing business travel obligations. The Executive must provide written notice of termination for Good Reason to the Company within 60 days after the event constituting Good Reason. The Company shall have a period of 30 days in which it may correct the act or failure to act that constitutes the grounds for Good Reason as set forth in the Executive's notice of termination. If the Company does not correct the act or failure to act, the Executive must terminate his or her employment for Good Reason within 30 days after the end of the cure period, in order for the termination to be considered a Good Reason termination. View More