Good Reason

Good Reason. (1) a reduction by the Company in the Executive's rate of annual salary in effect immediately prior to the Change in Control; (2) a material reduction in any benefit afforded to the Executive pursuant to any benefit plan of the Company in effect immediately prior to the Change in Control, unless all comparable executives of the Company suffer a substantially similar reduction; or (3) the relocation of the Executive's office to a location more than 60 miles from Crystal Lake, Illinois. For... purposes of this Agreement, any good faith determination of Good Reason made by the Executive shall be conclusive; provided, however, that an isolated, insubstantial and inadvertent action taken in good faith and which is remedied by the Company promptly after receipt of notice thereof given by the Executive shall not constitute Good Reason. View More

Good Reason. Good Reason means: 2.12.1. a material diminution in the Eligible Officer's authority, duties or responsibilities as in effect immediately prior to the Change in Control (other than, if applicable, any such change directly attributable to the fact that the Company is no longer publicly owned); 2.12.2. a material diminution in the Eligible Officer's base compensation; 2.12.3. a material diminution in the authority, duties, or responsibilities of the supervisor to whom the Eligible Officer reports... as in effect immediately prior to the Change in Control; 2.12.4. a material change in the geographic location at which the Company requires the Eligible Officer to be based as compared to the location where the employee was based immediately prior to the Change in Control; or 2.12.5. any other action or inaction that constitutes a material breach by the Company under the agreement under which the Eligible Officer provides services. An act or omission will not constitute a "Good Reason" unless the Eligible Officer gives written notice to the Company of the existence of such act or omission within ninety (90) days of its initial existence and the Company fails to cure the act or omission within thirty (30) days after the notification. View More

Good Reason. Means, without the Executive's express written consent, any of the following: (i) a substantial adverse alteration in the nature or status of the Executive's duties or responsibilities or in the Executive's title, including the Executive's ceasing to report directly to the Board, except that the appointment by the Company and/or Ambac Assurance of an individual other than the Executive as its President shall not constitute Good Reason hereunder, so long as the Executive retains the titles and... responsibilities of Chief Executive Officer; (ii) a reduction in the Salary as then in effect or failure of the Company to pay any amount owing to the Executive hereunder when due; (iii) the Company's requiring the Executive to be based at any office or location more than 100 miles outside of the city limits of New York City; (iv) the failure to obtain a satisfactory agreement from any successor of the Company to assume and agree to perform this Agreement, as contemplated in Section 11(d) hereof; provided, however, that unless the Executive provides written notification of his intention to resign within 10 business days after the Executive has actual knowledge of the occurrence of any such event constituting Good Reason, the Executive shall be deemed to have consented thereto and such event shall no longer constitute Good Reason for purposes of this Agreement. If the Executive provides such written notice to the Company, the Company shall have 20 business days from the date of receipt of such notice to effect a cure of the event described therein and, upon cure thereof by the Company to the reasonable satisfaction of the Executive, such event shall no longer constitute Good Reason for purposes of this Agreement View More

Good Reason. For purposes of this Agreement, "Good Reason" shall mean, without the Executive's express written consent, any of the following: (i) a substantial adverse alteration in the nature or status of the Executive's authority, duties or responsibilities; (ii) a material diminution in the Executive's base compensation (including as "base compensation" any amount permitted to be so included under Treas. Reg. §1.409A-(n)(2)(ii)(A) or any successor provision); (iii) the relocation of the office of the... Executive to a location more than 25 miles from the location where the Executive is employed immediately prior to the Change in Control; (iv) Any other action or inaction that constitutes a material breach by the Company of this Agreement. In connection with the foregoing, the Executive and the Company acknowledge and agree that the Compensation and other benefits provided for in this Agreement, and the obligations of the Company pursuant to Section 9, are material terms hereof, and that the Company's breach of any such provision (excluding for this purpose any isolated, insubstantial and inadvertent breach not taken in bad faith) will be considered a material breach of this Agreement. None of the events or circumstances set forth in clauses (i) through (iv) above shall constitute Good Reason unless the Executive has provided notice to the Company of such event or circumstances within a period of 90 days of the initial existence of the event or circumstance, and the Company has failed to remedy such event or circumstances to the reasonable satisfaction of the Executive within 30 days of its receipt of such notice. In addition, the Executive's Separation from Service will not be considered to have been for Good Reason unless it occurs not more than two years following the initial existence of the event or circumstance that constitutes Good Reason. The fact that an Executive is eligible for Retirement shall not cause the Executive's termination of employment to fail to qualify as a Separation from Service for Good Reason. View More

Good Reason. A termination of the Participant's employment as a result of the occurrence of any of the following, without the Participant's consent: (i) a material adverse change in the Participant's authority and responsibilities or (ii) a change in the Participant's principal place of business to a location more than 50 miles from such Participant's location on the date of grant of the Performance Phantom Stock; provided, that, in either case, the Participant shall have delivered written notice to the... Company of his or her intention to terminate his or her employment for Good Reason, which notice specifies in reasonable detail the circumstances claimed to give rise to the Participant's right to terminate employment for Good Reason, and the Company shall not have cured such circumstances within 30 days following receipt of such notice View More

Good Reason. Is defined as (i) a material reduction in the Executive's compensation and benefits (including without limitation any bonus plan or indemnity agreement) not agreed to in writing by the Executive; (ii) the assignment to the Executive of duties and/or responsibilities that are materially inconsistent with those associated with the Executive's position; or (iii) a requirement, not agreed to in writing by the Executive, that the Executive relocate to, or perform his or her principal job functions... at, an office that is more than twenty-five (25) miles from the office at which the Executive was previously performing his or her principal job functions. View More

Good Reason. The occurrence, without the Executive's written consent, of any of the events or circumstances set forth in clauses (i) through (v) below, provided that the Company, after receipt of written notice from the Executive of such occurrence within 90 days of the initial existence of such occurrence, has failed to remedy the event or circumstance constituting Good Reason within 30 days of such notice. (i) the assignment to the Executive of duties inconsistent in any material respect with his position... as President of the Company (including status, offices, titles and reporting requirements), authority or responsibilities as set forth in this Agreement, or any other action or omission by the Company which results in a material diminution in such position, authority or responsibilities including, without limitation, a requirement that the Executive report to an individual other than the CEO; (ii) a material reduction in the Executive's annual base salary as in effect on the date of this Agreement or as the same was or may be increased thereafter from time to time, other than in the case of reductions in base salary eligibility with respect to similarly situated employees of the Company generally; (iii) a material diminution in (A) any material compensation or benefit plan or program in which the Executive participates or which is applicable to the Executive immediately prior to the date of this Agreement, unless an equitable arrangement (embodied in an ongoing substitute or alternative plan or cash compensation) has been made with respect to such plan or program, or (B) the cash bonus incentive opportunities available to the Executive, ; other than in the cases of (A) or (B) above of such diminution by the Company that apply to similarly situated employees of the Company generally; (iv) a change by the Company in the location at which the Executive performs his principal duties for the Company to a new location that is both (A) outside a radius of 35 miles from the his principal residence immediately prior to the date of this Agreement and (B) more than 20 miles from the location at which he performed his principal duties for the Company immediately prior to the date of this Agreement; and (v) any material breach by the Company of this Agreement or the Executive's Offer Letter. To the extent any equity award issued to the Executive contains a different definition of 'Good Reason', the definition provided here shall control. View More

Good Reason. (i) a material diminution in Executive's Base Salary or Annual Bonus opportunity; (ii) a material diminution in Executive's authority, duties, or responsibilities or a change in the Executive's position as President and Chief Executive Officer of the Company; (iii) a requirement imposed by the Company that Executive report to a corporate officer or employee instead of reporting directly to the Board; or (iv) any other action or inaction that constitutes a material breach by the Company of this... Agreement. View More

Good Reason. A "Good Reason" for termination by Executive of Executive's employment with the Company shall mean the occurrence during the Term (without Executive's express consent) of any of the following acts by the Company, or failures by the Company to act, and such act or failure to act has not been corrected within thirty (30) days after written notice of such act, or failure to act, is given by Executive to the Company: (a) a change in Executive's title of President and Chief Development Officer or a... material adverse change in Executive's duties and responsibilities; (b) the relocation of the principal office where Executive is required to work to a location more than fifty (50) miles from the City of Atlanta, Georgia (i) for more than six (6) months, or (ii) if for less than six (6) months, without providing for Executive to travel to and from Atlanta, Georgia on a periodic basis at the Company's expense; (c) a reduction in base salary and target bonus opportunity (not the bonus actually earned) below the level in effect on the date of this Agreement, unless such reduction is consistent with reductions being made at the same time for other executive officers of the Company; (d) a material reduction in the aggregate benefits provided to Executive by the Company under its "employee benefits plans", as defined in Section 3(3) of ERISA ("Company Employee Benefit Plans"), on the date of this Agreement, except in connection with a reduction in such benefits which is consistent with reductions being made at the same time for other executive officers of the Company; (e) an insolvency or bankruptcy filing by the Company; or (f) a material breach by the Company of this Agreement. View More

Good Reason. (i) Activision Publishing, Inc.'s relocation to a location more than 25 miles from Los Angeles County or (ii) the material diminution of Grantee's job duties