Good Reason

Good Reason. Means (i) the Board materially changes your authority, titles, reporting rights or obligations, and/or duties in a manner inconsistent with the position you currently hold or as described in the Letter Agreement, (ii) Varietal Management Services fails to make any payment to you, or provide you with any benefit, required to be paid or provided to you pursuant to the Letter Agreement, (iii) Varietal Management Services reduces your base salary and/or bonus entitlement described in your Letter... Agreement, or (iv) any successor to the business of Varietal Management Services fails to assume Varietal Management Services' or VWR International's obligations under the Letter Agreement; provided that, in order for your resignation for Good Reason to be effective, written notice of the occurrence of any event that constitutes Good Reason must be delivered by you to the Board within 180 days after you have actual knowledge of the occurrence of any such event and the occurrence of such event is not cured by Varietal Management Services or VWR International within ten (10) days after the date of such written notice by you to the Board. View More

Good Reason. Means (i) for any Holder party to an employment, consulting or similar agreement that contains a definition of 'good reason' or similar term, such definition, and (ii) for any other Holder, the occurrence of any of the following without such Holder's prior written consent: (i) a material diminution in the Holder's duties and responsibilities other than a change in the Holder's duties and responsibilities that results from becoming part of a larger organization following a Change in Control... Event; (ii) a material decrease in the Holder's base salary; or (iii) a relocation of the Holder's primary work location such that his or her daily commute is increased by more than 75 miles; provided that, within thirty days following the occurrence of any of the events set forth herein, the Holder shall have delivered written notice to the Board of his intention to terminate his Services for Good Reason, which notice specifies in reasonable detail the circumstances claimed to give rise to the Holder's right to terminate Services for Good Reason, and the Company shall not have cured such circumstances within sixty days following the Board's receipt of such notice. View More

Good Reason. (a) mutual written agreement by the Employee and the Company that Good Reason exists; or (b) without the prior written consent of the Employee, (i) a change by the Company in the location at which the Employee performs his principal duties for the Company to a location not on the East Coast of the United States; (ii) a reduction of the Employee's total annual compensation (other than in connection with, and substantially proportionate to, reductions by the Company of the total annual... compensation of its key employees generally); or (iii) a significant diminution in the Employee's position, authority or responsibilities. View More

Good Reason. Shall constitute any of the following circumstances if they occur without the Executive's express written consent during the term of this Agreement: (i) a material diminution in the Executive's authority, duties or responsibilities such that Executive no longer holds a position with executive level responsibilities consistent with the Executive's training and experience; (ii) the Companies require a material change in the Executive's primary location of employment of more than one hundred (100)... miles from the location of the Executive's primary location of employment on date of this Agreement; (iii) the Companies materially reduce the Executive's incentive compensation opportunities and employee benefits to a level that is less than the incentive compensation program as described on the term sheet attached hereto as Exhibit B; (iv) a material breach by the Companies of any provision of this Agreement; (v) a reduction by the Companies of Executive's Annual Base Salary (herein defined); or (vi) the termination or non-renewal of this Agreement by the Companies at any time prior to December 31 in the year that Executive reaches 65 years of age. View More

Good Reason. The occurrence after a Change in Control of any of the events or conditions as defined by Treasury Regulation § 1.409A-1(n)(2)(ii). The Executive's right to terminate the Executive's employment for Good Reason shall not be affected by Executive's incapacity due to physical or mental illness

Good Reason. A similar term denoting constructive termination has the meaning, if any, assigned such term in the employment, severance or similar agreement, if any, between a Participant and the Company or a Subsidiary; provided, however, that if there is no such employment, severance or similar agreement in which such term is defined, 'Good Reason' shall have the meaning, if any, given such term in the applicable Award Notice. If not defined in any such document, the term 'Good Reason' as used herein shall... not apply to a particular Award View More

Good Reason. The term "Good Reason" means any of the following events, absent the Participant's consent: a reduction of the Participant's base salary; a material diminution in the Participant's authorities, duties, or responsibilities; or a material breach by the Company of any agreement between the Company and the Participant. For each event described above, the Participant must furnish notice to the Board within thirty (30) days of the occurrence of the event, the Company shall have thirty (30) days after... receiving such notice in which to cure, and if the failure is not cured by the end of the cure period the Participant must terminate employment within fifteen (15) days after the expiration of the cure period. View More

Good Reason. (i) the failure of the Company or its Affiliate to pay or cause to be paid or provided Participant's salary or any annual bonus award earned under any Operational Incentive Plan when due, (ii) any requirement that Participant's principal office or work location shall be located 60 miles or more away from its current location, or (iii) any material diminution for a period of at least 30 days in Participant's authority or responsibilities from those currently held; provided, that the events... described in clauses (i), (ii) or (iii) of this definition shall constitute Good Reason only if the Company fails to cure such event within thirty (30) days after receipt from Participant of written notice of the event View More

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

Good Reason. The occurrence of any of the following within twelve (12) months after a Change in Control: (i) a material diminution of the sum of the Executive's Base Salary and Cash Bonus; (ii) a material diminution in the Executive's authority, duties or responsibilities; (iii) a material change in the geographic location at which Executive must perform the services to be performed by Executive pursuant to this Agreement that increases the Executive's regular commute by fifty (50) miles or more, and (iv)... any other action or inaction that constitutes a material breach by the Company of this Agreement. The Executive must give notice to the Company of the existence of one or more of the conditions constituting Good Reason within ninety (90) days after the initial existence of the condition and the Company shall have thirty (30) days thereafter to remedy the condition. If the condition is not remedied within said period, the Executive's resignation for Good Reason must occur within ninety (90) days of the initial existence of the condition for the resignation to be treated as a resignation for Good Reason. The Executive's failure to give timely notice of, or to terminate employment within ninety (90) days following the Company's failure to cure, an event described in this Subsection shall not constitute a waiver of the right to terminate employment for Good Reason with respect to any subsequent event described in this Subsection, whether of a similar or different nature as the prior event View More