Good Reason

Good Reason. Shall mean, without your prior consent, (i) a material reduction in your titles, duties and responsibilities from those in effect immediately prior to the Change in Control, (ii) a material reduction in your annual base salary or potential annual bonus opportunity, or (iii) your being required to work solely or substantially at a location that is more than 35 miles from the Company's primary office at which you are assigned to work as of the date of the Change in Control, and which increases... your one-way commute; provided, however, that none of the events described in the foregoing clauses shall constitute Good Reason unless (x) you have notified the Company in writing of the occurrence of such event(s) giving rise to Good Reason within 30 days of the first occurrence thereof, (y) the Company shall not have cured such event(s) within 30 days after receipt of such written notice, and (z) you deliver a resignation letter to the Company during the thirty (30) days following such 30-day cure period. View More

Good Reason. The occurrence of any of the following without the Executive's prior written consent: (i) a material diminution in the Executive's duties, or the assignment to the Executive of duties materially inconsistent with the authority, responsibilities and reporting requirements as set forth in Section 1(b); (ii) the failure of the Board to elect the Executive to the office of President of the Company; (iii) the Company, the Board or any person controlling the Company requires the Executive to relocate... his principal place of employment to a location outside of a 50 mile radius from its current location, over the objection of the Executive unless such relocation is as the result of exigent circumstances as determined by the Board; or (iv) the failure of the Company to obtain the assumption in writing of its obligations to perform this Agreement by any successor to all or substantially all of the business or assets of the Company not later than the effective date of such transaction. In the event that the Executive elects to terminate his employment for Good Reason, the Executive shall notify the Company in writing of the grounds for such termination within 30 days of the commencement of such condition and the Company shall have 30 days from the receipt of such notice to cure such condition. The Executive must terminate his employment within the 90-day period following the initial existence of the circumstances constituting Good Reason. View More

Good Reason. (i) the Company removes you from, or fails to re-elect or appoint you to, any material duties or position with the Company that were assigned or held by you as of the Effective Date, except that a nominal change in your title that is merely descriptive and does not affect your rank, duties, or position shall not constitute such an event; (ii) the Company assigns you any duties inconsistent with your position (including offices, titles and reporting requirements), authority, duties or... responsibilities with the Company in effect as of the Effective Date and materially adverse to you; (iii) the Company takes any action that results in a material diminution of your position, authority, duties or responsibilities with the Company in effect as of the Effective Date, or otherwise takes any action that materially interferes therewith; (iv) the Company reduces your Base Salary, Bonus opportunity or other elements of Total Compensation (performance-based elements being measured based on the value of the award opportunity), as in effect immediately prior to such reduction, other than a reduction that is immaterial (for this purpose, reductions aggregating $10,000 will be deemed to be material); or (v) the Company relocates your principal workplace to an area that is located outside of a radius of fifty (50) miles from the location of your principal workplace immediately prior to the Effective Date. Upon the occurrence of an event that would constitute Good Reason, you shall notify the Company of the occurrence of such event within ninety (90) days after you obtain actual knowledge thereof. If the Company has taken action within thirty (30) days after receipt of such notice to fully cure such event so that it would no longer constitute Good Reason, then Good Reason will be deemed to not have arisen based on the cured event. If Good Reason arises and is not cured, the Good Reason will be deemed to exist for a period of one year after the last day of the cure period View More

Good Reason. A voluntary termination by Employee following a material, substantial change in either Employee's compensation or position and responsibilities, provided such termination occurs within forty-five days of the change in compensation or position. Employee must provide Choice with at least thirty (30) days' prior written notice of electing a Good Reason termination.

Good Reason. (i) a material diminution in Executive's title or responsibilities not otherwise agreed to in writing by Executive; (ii) a material reduction in Executive's Base Salary not otherwise agreed to in writing by Executive; (iii) the Company's failure to satisfy any payment obligation under this Agreement; or (iv) a material breach by the Company of this Agreement (other than a failure to satisfy any payment obligation). A termination for Good Reason hereunder shall not be effective until Executive... has first given the Company written notice specifying such act or omission giving rise to the alleged Good Reason event and the Company has failed to cure such act or omission within thirty (30) days after receiving such notice. Executive shall provide the Company with such written notice detailing the specific circumstances alleged to constitute Good Reason within ninety (90) days after the first occurrence of such circumstances, otherwise, any claim of such circumstances as "Good Reason" shall be deemed irrevocably waived by Executive. View More

Good Reason. Without the Executive's written consent, (i) a reduction in the Executive's Base Salary or Target Bonus (except pursuant to a reduction generally applicable to senior executives of the Company that does not exceed, individually or cumulatively, a ten percent (10%) reduction from the initial Base Salary or Target Bonus); (ii) a material diminution of Executive's duties, authority or responsibilities (iii) relocation of the Executive's primary office to a location more than fifty (50) miles from... the Company's current office location. In addition, upon any such voluntary termination for Good Reason the Executive must provide notice to the Company of the existence of one or more of the above conditions within one hundred eighty (180) days of its initial existence and Company must be provided at least thirty (30) days to remedy the condition. View More

Good Reason. Means (i) a material reduction in Executive's then effective Annual Base Salary, (ii) a material diminution in Executive's title, (iii) the assignment of duties to Executive materially inconsistent with his position as Chief Executive Officer or (iv) the relocation by Employer of Executive's principal office to a location which is more than 50 miles outside of the San Jose metropolitan area, in each case, without the prior written consent of Executive; provided that in order for an event to... constitute Good Reason for any purpose hereunder, Executive must, within 60 days after Executive obtains actual knowledge of the occurrence of such event, deliver a written notice to the Parent of his resignation, which resignation shall be effective on the 30th day following the Parent's receipt of such notice (or such earlier date as the Parent may specify in writing to Executive following receipt of such notice) unless the Parent cures the condition prior to the expiration of the 30 day period. View More

Good Reason. For purposes of this Award Agreement shall have the same definition as under the Marathon Petroleum Corporation Amended and Restated Executive Change in Control Severance Benefits Plan, as in effect on the Grant Date (the "CIC Plan"), and such definition and associated terms are hereby incorporated into this Award Agreement by reference. For the avoidance of doubt, terms in the CIC Plan that have been incorporated into this Award Agreement shall be construed in the context of the applicable... event; for example, for purposes of determining whether a Participant has Good Reason, the term "Corporation" in the definition of Good Reason in the CIC Plan shall be interpreted as the Company or any of its subsidiaries. The Board shall have the discretion over such interpretations View More

Good Reason. Subject to paragraph (2) below, Good Reason for Executive's resignation means any one or more of the following occurring without Executive's consent: (A) Reduction of Executive's Base Salary; (B) A material reduction in Executive's opportunity to receive incentive‐based compensation as compared to the opportunity under the Salary at Risk Program or such other incentive based compensation program as in effect as of the Effective Date or the current renewal date of this Agreement, as applicable,... unless that reduction applies generally to all executive officers at the Executive's grade level; (C) A material reduction in the benefits and perquisites to Executive from those being provided as of the Effective Date or the current renewal date of this Agreement, as applicable, unless that reduction applies generally to all executive officers at the Executive's grade level; or (D) A relocation or transfer of Executive's principal place of employment that would require Executive to commute on a regular basis more than 25 miles each way from the main business office of the Company as of the Effective Date. (2) To resign for Good Reason, Executive must give the Bank: (A) Written notice of resignation not more than ninety (90) days after the initial occurrence of the circumstances giving rise to Executive's intended resignation for Good Reason; and (B) A reasonable opportunity of at least thirty (30) days in which to cure those circumstances. View More

Good Reason. Subject to paragraph (2) below, Good Reason for Executive's resignation means any one or more of the following occurring without Executive's consent: (A) Reduction of Executive's base salary as in effect immediately prior to the Change in Control (as defined in subsection (c) below); (B) A material reduction in Executive's opportunity to receive incentive-based compensation as compared to the opportunity under the Salary at Risk Program or such other incentive-based compensation program as in... effect immediately prior to the Change in Control; (C) A material reduction in the benefits and perquisites to Executive from those being provided immediately prior to the Change in Control; (D) A relocation or transfer of Executive's principal place of employment that would require Executive to commute on a regular basis more than 15 miles each way from the main business office of the Company as of the date of this Agreement or outside the State of Washington; or (E) A change in Executive's position of employment such that Executive's functions, authority, duties or responsibilities are materially changed and, as a result of such change, are inappropriate in light of Executive's position prior to the change, Executive's previous employment experience, and Executive's career development. View More