Good Reason

Good Reason. Means, except as otherwise provided in a Participant's Employment Agreement with specific reference to this Plan, without the Participant's consent (other than in connection with the termination or suspension of the Participant's employment or duties for Cause or in connection with the Participant's Disability) exclusively: (i) a material diminution in the Participant's base salary or target annual incentive opportunity; (ii) a material diminution in the Participant's authority, duties, or... responsibilities; (iii) a material diminution in the authority, duties, or responsibilities of the supervisor to whom the Participant is required to report; (iv) a requirement that the Participant report to someone else other than the Participant's supervisor or similar positions then in effect that results in a material diminution in the Participant's reporting structure; (v) a material diminution in the budget over which the Participant retains authority (except for good faith budget adjustments necessitated by the legitimate business needs of the Company); (vi) a material change in geographic location at which the Participant must perform services from the Company's offices at which the Participant was principally employed; or (vii) any other action or inaction that constitutes a material breach by the Company of the terms of the Participant's Employment Agreement; provided, however, that no such event described above shall constitute Good Reason unless: (1) the Participant gives Notice of Termination to the Company specifying the condition or event relied upon for such termination within 90 calendar days after the initial existence of such event; and (2) the Company fails to cure the condition or event constituting Good Reason within 30 calendar days after receipt of the Participant's Notice of Termination View More

Good Reason. Subject to the conditions below, (i) any reduction in Executive's Base Salary or Annual Bonus target percentage, (ii) a material failure by the Company to pay any Base Salary, Annual Bonus or other compensation, equity compensation or employee benefit to Executive when due, (iii) any adverse change in Executive's position or title, (iii) any material diminution in Executive's duties, responsibilities or authority, (iv) the assignment to Executive of any material duty inconsistent with... Executive's position or title (v) the relocation of Executive's principal place of employment to more than 50 miles from the location in effect immediately prior to the Change in Control Date. Notwithstanding the foregoing, any occurrence, condition or event described in clauses (i) through (v) above will constitute Good Reason only after (1) Executive delivers to the Company a Notice of Termination (as described in Section 2.2 hereof), and (2) the Company fails to cure that occurrence, condition or event within 15 business days following the Company's receipt of Executive's Notice of Termination. View More

Good Reason. Shall exist if, without Participant's express written consent: (i) the Corporation (or an affiliate) shall materially diminish (A) the Participant's authority, duties, or responsibilities; (B) the authority, duties, or responsibilities of the position or entity to which Participant is required to report; or (C) the budget, if any, over which Participant has authority, in each case as compared to Participant's circumstances immediately prior to a Change in Control; (ii) the Corporation (or an... affiliate) shall materially diminish Participant's base compensation from that in effect as of the date of grant hereunder of the Stock Unit (or as of a Change in Control, if greater), including a diminution of Participant's salary or the material diminution in the aggregate value to Participant of participation in cash or stock-based incentive or bonus plans, retirement plans, welfare benefit plans, or other benefit plans, programs or arrangements (as computed by an independent employee benefits consultant selected by the Corporation); (iii) the Corporation (or an affiliate) shall materially change the geographic location at which Participant must perform services from that in effect prior to a Change in Control (including by assigning to Participant duties that would reasonably require such relation or which would require Participant to spend more than fifty normal working days away from the location in effect prior to a Change in Control); or (iv) any other action or inaction by the Corporation (or an affiliate) that constitutes a material breach of the employment agreement, if any, under which Participant provides services to the Corporation. Participant'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, provided, however, that in order for Good Reason to exist hereunder, Participant must provide notice to the Corporation of the existence of the condition described in clauses (i) through (v) above within 90 days of the initial existence of the condition (or, if later, within 90 days of Participant's becoming aware of such condition), and the Corporation must have failed to cure such condition within 30 days of the receipt of such notice. View More

Good Reason. The Executive's employment with the Company may be terminated by the Executive with or without Good Reason.

Good Reason. Any of the following conditions without Executive's consent: (i) a material decrease in Executive's Base Salary; (ii) a material, adverse change in Executive's title, authority, responsibilities or duties, as measured against Executive's title, authority, responsibilities or duties immediately prior to such change; provided that following a Change in Control, for purposes of this subsection (ii), in addition to any other material, adverse change in title, authority, responsibilities or... duties, Executive not reporting to the Board of Directors or Executive not being Chief Executive Officer of the surviving combined company shall constitute an event of "Good Reason"; 8 (iii) any material breach by the Company of any provision of this Agreement, which breach is not cured within 30 days following written notice of such breach from Executive; or (iv) any failure of the Company to obtain the assumption (by operation of law or by contract) of this Agreement by any successor or assign of the Company; provided that Executive shall have provided written notice to the Company of the existence of the condition, stating with specificity the grounds constituting Good Reason, within 90 days of the initial existence of the condition. View More

Good Reason. That the Executive has complied with the 'Good Reason Process' (hereinafter defined) following the occurrence of any of the following events: (i) a material diminution in the Executive's responsibilities, authority or duties (excluding a change in title or reporting relationship); (ii) a material reduction in the Executive's base salary and target bonus opportunity (except if any such reduction is part of an across-the-board reduction in base salary rate or target bonus opportunity similarly... affecting other employees appointed to the Management Committee by the Board of Directors of the Company); (iii) a change in the geographic location at which the Executive provides services to the Company to a location that is (a) more than fifty (50) miles from the location at which the Executive was stationed previously and (b) farther from the Executive's primary residence than was the location at which the Executive was stationed previously; or (iv) the material breach of this Agreement by the Company. 'Good Reason Process' shall mean that (A) the Executive reasonably determines in good faith that a 'Good Reason' condition has occurred; (B) the Executive notifies the Company in writing of the first occurrence of the Good Reason condition within 60 days of the first occurrence of such condition; (C) the Executive cooperates in good faith with the Company's efforts, for a period not less than 30 days following such notice (the 'Cure Period'), to remedy the condition; (D) notwithstanding such efforts, the Good Reason condition continues to exist; and (E) the Executive terminates his employment within 60 days after the end of the Cure Period. If the Company cures the Good Reason condition during the Cure Period, Good Reason shall be deemed not to have occurred. View More

Good Reason. Shall mean, without the express written consent of the Participant, a material reduction in the Participant's base salary, other than as part of a reduction by a substantially similar percentage in the total cash compensation of all other similarly-situated employees, unless such event is fully corrected in all material respects by the Company within thirty (30) days following written notification by the Participant to the Company. The Participant shall provide the Company with a written notice... detailing the specific circumstances alleged to constitute Good Reason within fifteen (15) days after the first occurrence of such circumstances, and actually terminate employment within thirty (30) days following the expiration of the Company's thirty (30)-day period described above. Otherwise, any claim of such circumstances as "Good Reason" shall be deemed irrevocably waived by the Participant. View More

Good Reason. The Executive shall have Good Reason to terminate his employment hereunder if (a) the Company materially fails to make payment of amounts due to the Executive hereunder; (b) Company commits a material breach of its obligations under this Agreement; or (c) the principal duties of the Executive are required to be performed at a location other than the Greensboro, North Carolina metropolitan area without his consent following the occurrence of (i) a Change of Control, (ii) a merger, consolidation... or similar transaction in which TFOC or the Partnership does not survive as an independent, publicly owned corporation or TFOC or an entity wholly owned by TFOC ceases to be the sole general partner of the Partnership, or (iii) a merger involving TFOC if, immediately following the merger, the holders of TFOC's shares immediately prior to the merger own less than fifty percent (50%) of the surviving company's outstanding shares having unlimited voting rights or less than fifty percent (50%) of the value of all of the surviving company's outstanding shares. Notwithstanding the foregoing, the Executive shall not have Good Reason to resign his employment unless (A) he provides the Company with Notice of Termination within 90 days after the occurrence of the act purported to constitute Good Reason, (B) the Company has not remedied the alleged violation(s) on or before the date of termination specified in the Notice of Termination (which, for the avoidance of doubt, shall be a date not less than 30 days following the date such Notice of Termination is provided), and (C) such resignation occurs on or prior to the second anniversary of such act View More

Good Reason. The occurrence of any one or more of the following without the Employee's express written consent: (i) a material diminution in the aggregate value of the Employee's total compensation (base pay, long- and short-term bonuses and benefits); (ii) a material diminution in the Employee's authority, duties, or responsibilities; and (iii) a requirement that the Employee be based at a location in excess of fifty (50) miles from the location of the Employee's principal job location or office; except... for required travel on business to an extent substantially consistent with the Employee's then present business travel obligations. Employee shall notify AER in writing if he believes Good Reason exists. Employee shall set forth in reasonable detail why Employee believes Good Reason exists; provided, however, that Employee must provide AER with written notice of Good Reason within a period not to exceed 30 days of the initial existence of the condition alleged to give rise to Good Reason, upon the notice of which AER shall have a period of 30 days during which it may remedy the condition. If Employee terminates for Good Reason, provided that such termination is within 90 days following the initial existence of one or more conditions giving rise to Good Reason and further provided that the condition giving rise to Good Reason was not cured by AER within the 30-day cure period, Employee shall be deemed to have terminated for Good Reason. View More

Good Reason. The occurrence of any of the following events without the Participant's consent: (a) the assignment to the Participant of any duties materially inconsistent with those applicable to executive officer direct reports to the Chief Executive Officer (the "Peer Executives"), excluding an isolated, insubstantial and inadvertent action taken in good faith which is remedied by the Company promptly after receipt of notice from the Participant; (b) a material reduction by the Company in the Participant's... Base Salary or a material reduction in the Participant's Variable Compensation opportunity; (c) the failure by the Company (i) to continue in effect any compensation plan in which the Participant participates during the time of his Plan participation that is material to the Participant's total base compensation, unless the Company provides a substantially equivalent alternative plan, or (ii) to continue the Participant's participation in the alternative plan on a basis that is substantially equivalent in terms of the value of benefits provided; (d) the Company's requiring the Participant to be based at any location that increases the Participant's normal work commute by fifty (50) miles or more as compared to the Participant's normal work commute or otherwise is a material change in the location at which the Participant is based; or (e) any failure by the Company to comply with and satisfy Section 11.1. The Participant must provide written notice to the Company of the Participant's intent to terminate employment for Good Reason within 30 days of the initial existence of the Good Reason. The Company will have an opportunity to cure any claimed event of Good Reason within 30 days of notice from the Participant. The Committee's good faith determination of cure will be binding. The Company will notify the Participant in writing of the timely cure of any claimed event of Good Reason and how the cure was made. Any Notice of Termination delivered by the Participant based on a claimed Good Reason which was thereafter cured by the Company will be deemed withdrawn and ineffective. If the Company fails to cure any claimed event of Good Reason within 30 days of notice from the Participant, the Participant must terminate employment for such claim of Good Reason within 180 days of the initial existence of the Good Reason, and if the Participant fails to do so, such claimed event of Good Reason will be deemed withdrawn and ineffective View More