Good Reason

Good Reason. The following change in circumstances relating to the Executive's employment a reduction in either Base Salary or aggregate total compensation by more than 10% - other than as a result of a change in ex-patriate status (a "Good Reason Event"). For purposes of this Agreement, the Executive must notify the Company within ninety (90) days of a claimed Good Reason Event that Executive intends to terminate his or her employment, and the Company shall have thirty (30) days from the time of such... notice to cure the claimed Good Reason Event. Executive shall be required to terminate employment within sixty (60) days following expiration of the cure period in order for such termination of employment to be on account of a claimed Good Reason Event View More

Good Reason. Means the failure by the Company, without your consent, to pay the Consulting Fee when due, provided such failure is not cured by the Company within fifteen (15) days after receipt of your written notification to the Company of such failure.

Good Reason. (i) VWR 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) VWR 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) VWR reduces your base salary and/or bonus entitlement described in your Letter Agreement, (iv) a relocation of your principal place of... employment to a location that increases your commuting distance by more than 25 miles, except for travel by you on company business or (v) any successor to the business of VWR fails to assume VWR's obligations under the Letter Agreement; provided that, in order for your resignation for Good Reason to be effective, written notice of the occurrence any event that constitutes Good Reason must be delivered by you to VWR 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 VWR within ten (10) days after the date of such written notice by you to VWR. View More

Good Reason. Shall have the meaning set forth in the applicable Award Agreement; provided that, if such Award Agreement does not include a definition of Good Reason, then (i) if there is an employment agreement applicable to the Participant, Good Reason shall have the meaning set forth in such agreement; or (ii) if Good Reason is not defined in such agreement or there is no such agreement applicable to the Participant, then Good Reason shall not apply to the Participant

Good Reason. The occurrence of any of the following without Executive's written consent: (i) a material diminution in Executive's base compensation; (ii) a material diminution in Executive's authority, duties or responsibilities; (iii) a change in the geographic location at which Executive must perform Executive's services that increases Executive's one-way commute by more than thirty (30) miles; or (iv) a material breach of this Agreement by the Company. Notwithstanding the foregoing, Executive shall not... have Good Reason unless the condition giving rise to Executive's resignation continues more than thirty (30) days following Executive's written notice of the condition provided to the Company within ninety (90) days of the first occurrence of such condition and Executive's resignation is effective within one hundred eighty (180) days following the first occurrence of such condition View More

Good Reason. Shall mean, without your consent, the occurrence of any one or more of the following events, provided (x) you have furnished written notice to the Company of the condition giving rise to the claimed Good Reason no later than thirty (30) days following the occurrence of such condition, (y) the Company has failed to remedy the condition within thirty (30) days thereafter and (z) your employment with the Company terminates within six months following the delivery of such notice: (i) a material... diminution in the nature or scope of your responsibilities, duties or authority, provided that in the absence of a Change of Control neither (x) the Company's failure to continue your appointment or election as a director or officer of any of its Affiliates, nor (y) any diminution in the nature or scope of your responsibilities, duties or authority that is reasonably related to a diminution of the business of the Company or any of its Affiliates shall constitute 'Good Reason'; (ii) a failure of the Company to provide you equity awards in accordance with Section 3 hereof after thirty (30) days' notice during which the Company does not cure such failure; or (iii) relocation of your office more than fifty (50) miles from the location of the Company's principal offices as of the date hereof. View More

Good Reason. Shall have the same meaning as set forth in Executive's Employment Agreement dated January 17, 2013, as may be amended from time to time.

Good Reason. Good Reason means, without the Grantee's consent: (i) with respect to the Grantee, a material breach by any member of the Company Group of any of its material covenants or obligations under this Agreement, the Plan or any service agreement of any member of the Company Group; or (ii) the failure of the Company Group to pay or cause to be paid the Grantee's fees or other compensation when due; provided, that prior to the Grantee's separation from service for Good Reason under clauses (i) and (ii)... above, the Grantee must give written notice to the Company Group member to which he renders services of any such event that constitutes Good Reason within twenty (20) days of the occurrence of such event and such event must remain uncorrected for thirty (30) days following receipt of such written notice; and provided further that any termination due to Good Reason must occur no later than sixty (60) days after the occurrence of the event giving rise to Good Reason. View More

Good Reason. Shall mean that, on or after the effective date of a Change in Control, the Executive (without Executive's written consent):(i) Has incurred a material reduction in his authority or responsibility with the Company in comparison to the Executive's authority or responsibility prior to the public announcement of the Change in Control (the "Announcement");(ii) Has incurred one or more reductions in his "total compensation" with the Company which is defined as follows:(A) A material reduction in... Annual Base Salary, or (B) A material reduction in the target annual bonus percentage of Annual Base Salary; or (iii) A material change in the geographic location of the Executive's principal office with the Company. (iv) The Executive gives to the Company written notice of the event in clause (i), (ii), or (iii) giving rise to Good Reason within ninety (90) days of the initial existence of such event and the Company has not cured the event giving rise to Good Reason within thirty (30) days of receipt of written notification by Executive and the Executive resigns from employment with the Company within sixty (60) days following the end of the cure period. View More

Good Reason. Termination by the Executive of the Executive's employment for "Good Reason" shall mean termination by the Executive following a Change in Control based on: (i) Without the Executive's express written consent, the assignment by the Company or the Bank to the Executive of any duties which are materially inconsistent with the Executive's positions, duties, responsibilities and status with the Employers immediately prior to a Change in Control, or a material change in the Executive's reporting... responsibilities, titles or offices as an officer and employee and as in effect immediately prior to such a Change in Control, or any removal of the Executive from or any failure to re-elect the Executive to any of such responsibilities, titles or offices, except in connection with the termination of the Executive's employment for Cause, Disability or Retirement or as a result of the Executive's death or by the Executive other than for Good Reason; (ii) Without the Executive's express written consent, a reduction in the Executive's base salary as in effect immediately prior to the date of the Change in Control or as the same may be increased from time to time thereafter or a reduction in the package of fringe benefits provided to the Executive as in effect immediately prior to the date of the Change in Control; (iii) A change in the Executive's principal place of employment by a distance in excess of 25 miles from its location immediately prior to the Change in Control; (iv) Any purported termination of the Executive's employment for Disability or Retirement which is not effected pursuant to a Notice of Termination satisfying the requirements of paragraph (i) below; or (v) The failure by the Company to obtain the assumption of and agreement to perform this Agreement by any successor as contemplated in Section 10 hereof. View More