Good Reason

Good Reason. (i) a substantial reduction in the Employee's then current base salary, without the Employee's consent; or (ii) material and continuing diminution of the Employee's title or the Employee's responsibilities, duties and authority in the operation and management of the Company as compared to such title or responsibilities, duties and authority on the Effective Date, without the Employee's consent.

Good Reason. Termination by the Executive of the Executive's employment for "Good Reason" shall mean termination by the Executive within one year following a Change in Control of the Corporation based on: (i) Without the Executive's express written consent, the failure to elect or to re-elect or to appoint or to re-appoint the Executive to the office of Executive Vice President and Chief Operating Officer of the Employers or a material adverse change made by the Employers in the Executive's functions,... duties or responsibilities as Executive Vice President and Chief Operating Officer of the Employers; (ii) Without the Executive's express written consent, a material reduction by the Employers in the Executive's Base Salary as the same may be increased from time to time or, except to the extent permitted by Section 3(b) hereof, a material reduction in the package of fringe benefits provided to the Executive, taken as a whole; (iii) Without the Executive's express written consent, the Employers require the Executive to work in an office which is more than 30 miles from the location of the Employers' current principal executive office, except for required travel on business of the Employers to an extent substantially consistent with the Executive's present business travel obligations; (iv) Any purported termination of the Executive's employment for Cause, Disability or Retirement which is not effected pursuant to a Notice of Termination satisfying the requirements of paragraph (j) below; or (v) The failure by the Employers to obtain the assumption of and agreement to perform this Agreement by any successor as contemplated in Section 9 hereof. View More

Good Reason. Shall mean a material reduction in the Optionee's compensation below the amount of compensation in effect on the date of this Agreement which is not cured within thirty (30) days following the Company's or its subsidiary's, as applicable, receipt of written notice from such Optionee describing the event constituting Good Reason.

Good Reason. The occurrence of any of the following events during the Term: (A) the assignment to Executive of any duties inconsistent in any material respect with Executive's position, authority, duties or responsibilities as of the commencement of the Term or any other action by the Company which results in a diminution in any material respect in such position, duties or responsibilities, excluding for this purpose an isolated and inadvertent action not taken in bad faith that is remedied by the Company... promptly after receipt of written notice thereof given by Executive; (B) a reduction by the Company in Executive's annual Base Salary as in effect on the date hereof or subsequently in effect hereunder, except as agreed to by Executive, unless such change was applicable to all senior executives of the Company; (C) the failure by the Company to continue to provide Executive with benefits substantially similar to those enjoyed by him under any of the Company's pension, life insurance, medical, health and accident, disability or other welfare plans in which he was participating as of the commencement of the Term or subsequently in effect hereunder, unless such change was applicable to all senior executives of the Company; (D) the failure by the Company to pay to Executive any deferred compensation when due under any deferred compensation plan or agreement applicable to him; (E) the failure by the Company to honor in any material respect the terms and provisions of this Agreement; or (F) a requirement by the Company that Executive conduct his duties and responsibilities from a permanent location more than fifty (50) miles from the place of employment, as defined in paragraph 2 herein. View More

Good Reason. (i) the Employee's receipt of notice that his principal workplace will be relocated more than 30 miles; (ii) a reduction in the Employee's base salary by more than 10%, unless pursuant to a Company-wide reduction affecting all employees proportionately; or (iii) a change in the Employee's position with the Company that materially reduces his level of authority or responsibility (including without limitation failure to nominate him as a director of the Company). A condition shall not be... considered "Good Reason" unless the Employee gives the Company written notice of such condition within 90 days after such condition comes into existence and the Company fails to remedy such condition within 30 days after receiving the Employee's written notice. View More

Good Reason. The occurrence following a Change in Control of any of the following events or conditions unless consented to by the Participant: (i) a reduction in the Participant's base salary to a level below that in effect at any time within six (6) months preceding the consummation of a Change in Control or at any time thereafter; or (ii) requiring the Participant to be based at any place outside a 50-mile radius from the Participant's job location or residence prior to the Change in Control except for... reasonably required travel on business which is not materially greater than such travel requirements prior to the Change in Control View More

Good Reason. The occurrence after a Corporate Transaction or Related Entity Disposition of any of the following events or conditions unless consented to by the Grantee: (i) a change in the Grantee's responsibilities or duties which represents a material and substantial diminution in the Grantee's responsibilities or duties as in effect immediately preceding the consummation of a Corporate Transaction or Related Entity Disposition; (ii) a reduction in the Grantee's base salary to a level below that in effect... at any time within six (6) months preceding the consummation of a Corporate Transaction or Related Entity Disposition or at any time thereafter; or (iii) requiring the Grantee to be based at any place outside a 50-mile radius from the Grantee's job location or residence prior to the Corporate Transaction or Related Entity Disposition except for reasonably required travel on business which is not materially greater than such travel requirements prior to the Corporate Transaction or Related Entity Disposition View More

Good Reason. For purposes of this Agreement, 'Good Reason' shall mean, without the Executive's consent: (i) a change in the principal location at which the Executive performs his duties for the Company to a new location that is at least fifty (50) miles from the prior location; or (ii) a material change in the Executive's authority, functions, duties or responsibilities as Vice President Finance of the Company, which would cause his position with the Company to become of less responsibility, importance or... scope than his position on the date of this Agreement or as of any subsequent date prior to the Change in Control, provided, however, that such material change is not in connection with the termination of the Executive's employment by the Company for any reason. View More

Good Reason. Shall mean: (i) a material diminution in the Executive's title, duties or responsibilities; (ii) relocation of the Executive's place of employment without his consent outside the New York City metropolitan area; (iii) the failure of MFA to pay within thirty (30) business days any material payment due from MFA; (iv) the failure of MFA to pay within a reasonable period after the date when amounts are required to be paid to the Executive under any benefit programs or plans; or (v) the failure by... MFA to honor any of its material obligations herein. View More

Good Reason. Means the occurrence of one or more of the following events effected without Executive's prior consent, provided Executive terminates Executive's employment with the Company within ninety (90) days following the initial existence of the "Good Reason" condition (discussed below): (i) the assignment to Executive of any duties or the reduction of Executive's duties, either of which results in a material diminution in Executive's position or responsibilities with the Company; provided that, it... being understood that the continuance of Executive's duties and responsibilities at the subsidiary or divisional level following a Change of Control, rather than at the parent, combined or surviving company level following such Change of Control shall not be deemed Good Reason within the meaning of this clause (i); (ii) a reduction by the Company in the base salary of Executive by fifteen percent (15%) or more, unless similar such reductions occur concurrently with and apply to the Company's senior management, including the Company's Chief Executive Officer and Vice Presidents; (iii) a material change in the geographic location at which Executive must perform services (for purposes of this Agreement, the relocation of Executive to a facility or a location less than twenty-five (25) miles from Executive's then-present location shall not be considered a material change in geographic location); (iv) a material reduction of facilities, perquisites or in the kind or level of employee benefits to which the Employee is entitled, unless similar such reductions occur concurrently and apply to the Company's senior management, including the Company's Chief Executive Officer and other Vice Presidents; or (v) any material breach by the Company of any material provision of this Agreement. Executive will not resign for Good Reason without first providing the Company with written notice of the acts or omissions constituting the grounds for "Good Reason" within ninety (90) days of the initial existence of the grounds for "Good Reason" and a reasonable cure period of not less than thirty (30) days following the date of such notice. View More