Good Reason

Good Reason. Means all of the following occur: (i) one of the following conditions occurs — (1) a material diminution in Base Salary, (2) a material diminution in authority, duties, or responsibilities, (3) a material change in the geographic location at which Executive provides services (a move of the geographic location by more than thirty-five (35) miles), or (4) a material breach of this Agreement; (ii) Executive provides notice of the condition within sixty (60) days of the initial existence of such a... condition; (iii) the Company does not cure the condition within thirty (30) days of the date the Executive provides notice (the "Cure Period"); and (iv) Executive terminates employment within thirty (30) days of the Company's failure to remedy the condition during the cure period. A Good Reason termination shall be considered an involuntary separation from service for purposes of section 409A of the Code. View More

Good Reason. The Participant's resignation within 30 days after any of the following: (A) a relocation of the Participant's principal place of employment by more than 50 miles without consent of the Participant; (B) a material diminution of the Participant's duties or responsibilities; provided that a mere change in the Participant's title or reporting relationships will not be Good Reason; (C) a material reduction in the Participant's overall annual compensation including employee benefits

Good Reason. The occurrence of any of the following circumstances without Employee's express written consent unless such breach or circumstances are, to the extent curable, cured within fifteen (15) days of receipt of the Notice of Termination given in respect hereof: (i) the material breach of any of the Company's obligations under this Agreement; (ii) the continued assignment to Employee of any duties inconsistent with the office of Chairman, Chief Executive Officer and President; (iii) the failure by the... Company to pay to Employee any portion of Employee's compensation; (iv) the failure by the Company to continue to provide Employee with benefits substantially similar to those enjoyed by other executive officers who have entered into similar employment agreements with the Company under any of the Company's medical, health, accident, and/or disability plans in which Employee was participating immediately prior to such time; (v) a change in the location of Employee's principal place of employment by the Company by more than 50 miles from the Company's headquarters in Houston, Texas; or (vi) the failure of the Company to obtain a satisfactory agreement from any successor to assume and agree to perform this Agreement, as contemplated in Section 15 hereof. In addition, the occurrence of a Corporate Change, shall constitute "Good Reason" hereunder, but only if Employee terminates his employment within ninety (90) days following the effective date of such Corporate Change; provided, however, that this sentence shall be disregarded for purposes of determining Employee's rights with respect to LTI Awards. View More

Good Reason. A Diminution in Responsibility

Good Reason. (i) any material adverse change in the Executive's title or any material diminution in the Executive's authority or responsibilities taken as a whole, (ii) any reduction of the Executive's base salary, other than pursuant to an across-the-board reduction in the compensation of all senior management of the Company; provided that such reduction is proportionately equal among all such members of senior management, and (iii) any material breach by the Company of its obligations under this... Agreement; provided that in any case the Executive provides the Company with written notice of the Executive's intention to terminate the Executive's employment for Good Reason and the reason(s) upon which the Good Reason termination is based, and gives the Company an opportunity to cure for thirty (30) days following receipt of such notice from the Executive, if the event is capable of being cured or, if not capable of being cured, to have the Company's representatives meet with the Executive and the Executive's counsel to be heard regarding whether Good Reason exists for the Executive to terminate the Executive's employment with the Company and the Executive terminates employment within thirty days after the end of the cure period if the Good Reason condition is not cured. View More

Good Reason. Means, without Executives prior written consent, any of the following, (i) a material diminution in the Executive's base compensation; (ii) a material diminution in the Executive's authority, duties or responsibilities; (iii) any material breach of this Agreement by the Company; (iv) a required change in location of Executive's primary place of work of more than 35 miles from Executive's present employment location and from his primary residence; provided that the events described in clauses... (i), (ii), (iii), and (iv) above shall constitute Good Reason only if the Company fails to cure such event within 30 days after receipt from Executive of written notice of the event which constitutes Good Reason if such events are curable. In addition, Good Reason shall cease to exist for an event on the 60th day following the later of its occurrence or Executive's knowledge thereof, unless Executive has given the Company written notice thereof prior to such date. View More

Good Reason. The occurrence of any of the following without the consent of Grantee: (i) a material diminution in Grantee's Annual Salary below the level then in effect, other than as a result of a reduction in the portion of the time devoted by Grantee to Company activities; (ii) a material diminution in Grantee's authority, duties or responsibilities with the Company; (iii) a material change in the office or location at which the Grantee is required to perform services pursuant to the Employment... Agreements; and (iv) a material breach by the Company of the terms of the Employment Agreements. Notwithstanding the foregoing, a termination for Good Reason will not be considered to have occurred unless: (x) within 90 days following the initial existence of the circumstances constituting Good Reason, Grantee provides written notice to the Company of such circumstances; (y) the Company fails, within 30 days following such notice, to correct such circumstances to the reasonable satisfaction of Grantee; and (z) Grantee terminates his employment within 30 days following the end of such 30-day correction period. A termination of Grantee's employment for Good Reason will be considered an involuntary termination View More

Good Reason. What the term is expressly defined to mean in a then-effective employment agreement between the Optionee and the Company, or in the absence of any such then-effective agreement or definition, means any of the following conditions arising without the consent of Optionee, provided that Optionee has first given written notice to the Company of the existence of the condition within 90 days of its first occurrence, and the Company has failed to remedy the condition within 30 days thereafter: (1) a... material diminution in the Optionee's base salary; (2) a material diminution in the Optionee's authority, duties, or responsibilities; (3) relocation of Optionee's principal office more than 50 miles from its current location; or (4) any other action or inaction that constitutes a material breach by the Company of any terms or conditions of any agreement between the Company and the Optionee, which breach has not been caused by Optionee. View More

Good Reason. Shall mean, without the consent of the Executive: (i) a material diminution in the Executive's Base Salary, (ii) a material diminution in the Executive's authority, duties, or responsibilities, which would cause the Executive's position to become one of lesser responsibility, importance, or scope (for the avoidance of doubt, the failure of the Executive to be nominated as a member of the Board shall be a material diminution in responsibilities), (iii) the relocation of the Executive's principal... place of employment to a location more than 50 miles from the Executive's principal place of employment immediately 7 prior to the Change in Control or (iv) the Company's material breach of any provision of this Agreement, provided, that in no event shall the Executive have Good Reason to terminate employment unless the Executive has given written notice to the Company of the event or circumstance constituting Good Reason within ninety (90) days of the first occurrence of such event or circumstance and the Company has failed to cure such the event or circumstance within 30 days after such notice has been delivered to the Company and provided, further, that the Executive's Termination Date shall be no later than the date that is two years following the date of the first occurrence of an event or circumstance constituting Good Reason. View More

Good Reason. Shall mean, without the consent of the Covered Person: (i) a material diminution in the Covered Person's Base Salary, (ii) a material diminution in the Covered Person's authority, duties, or responsibilities, which would cause the Covered Person's position to become one of lesser responsibility, importance, or scope (for the avoidance of doubt, the failure of the Covered Person to be nominated as a member of the Board shall be a material diminution in responsibilities), (iii) the relocation of... the Covered Person's principal place of employment to a location more than 50 miles from the Covered Person's principal place of employment immediately prior to the Change in Control, or (iv) the Company's material breach of any provision of this Agreement, provided, that in no event shall the Covered Person have Good Reason to terminate employment unless the Covered Person has given written notice to the Company of the event or circumstance constituting Good Reason within ninety (90) days of the first occurrence of such event or circumstance and the Company has failed to cure such the event or circumstance within 30 days after such notice has been delivered to the Company and provided, further, that the Covered Person's Termination Date shall be no later than the date that is two years following the date of the first occurrence of an event or circumstance constituting Good Reason. View More