Good Reason

Good Reason. (i) a material change in the character or scope of the Executive's position, duties, Annual Base Salary, responsibilities, reporting or authority, including without limitation any requirement that the Executive report to a Person other than the Chief Executive Officer; (ii) any material reduction in the Executive's Target Bonus opportunity; (iii) the Company requires Executive to change the Executive's principal location of work to a location that is greater than fifty (50) miles from the... location thereof as of the effective date of this Agreement without the Executive's written consent; (iv) failure of the Company to have any successor entity assume and perform this Agreement pursuant to Section 7(d); or (v) the material breach of this Agreement by the Company or any successor thereto. A condition described in (i) – (v) above shall not be treated as "Good Reason" until after the Executive has given written notice to the Company of the existence of the condition not less than thirty (30) days after the initial existence of the condition and the Company fails to cure such condition within thirty (30) days from such written notice View More

Good Reason. Any one of the following: (i) a material diminution in Executive's base compensation (from the amount in effect on the date of the Change in Control); (ii) a material diminution in authority, duties, or responsibilities of Executive; (iii) a material diminution in the budget over which executive retains authority; (iv) a material change in the geographic location (i.e., to a location more than 50 miles from Executive's primary work location prior to such change) at which Executive is required... to perform services; and (v) any other action or inaction that constitutes a material breach of Executive's employment agreement, if any, with the Corporation or any Affiliate; provided, however, that for Executive to be able to resign for 'Good Reason,' Executive must give the Corporation and the applicable Affiliate, if any, notice of the above conditions within 90 days after the condition first exists, the Corporation and/or Affiliate must not have remedied the condition within 30 days after receiving written notice, and Executive must resign within 60 days after Executive's and/or Affiliate's failure to remedy. View More

Good Reason. Shall mean, notwithstanding the meaning ascribed to such term (or similar term) in any written agreement between you and the Company, that one or more of the following are undertaken by the Company (or successor to the Company, if applicable) without your express written consent: (i) a material reduction in your annual base salary, which you agree is a reduction of at least 10% of your base salary (unless pursuant to a salary reduction program applicable generally to the Company's similarly... situated employees); (ii) a material diminution in your authority, duties, responsibilities or reporting relationship; (iii) a material reduction in the authority, duties, or responsibilities of the supervisor to whom you are required to report; (iv) a relocation of your principal place of employment with the Company (or successor to the Company, if applicable) to a place that increases your one-way commute by more than 50 miles as compared to your then-current principal place of employment immediately prior to such relocation (excluding regular travel in the ordinary course of business); provided that if your principal place of employment is your personal residence, this clause (iv) shall not apply. For purposes of clarity, a material reduction in your responsibilities, authority, duties or reporting relationship or in the authority, duties, or responsibilities of the supervisor to whom you are required to report that occurs as a result of (x) the Company being acquired and made part of a larger entity (as, for example, when the Chief Executive Officer of the Company remains as such following a Change in Control but is not made the Chief Executive Officer of the acquiring or successor corporation or remains Chief Executive officer but of a subsidiary of the acquiring or successor company) (y) or the Company ceasing to be a publicly-traded company in connection with a Change in Control shall constitute a Good Reason event under (ii) or (iii), above. View More

Good Reason. Shall be deemed to exist if, and only if; (1) a significant diminution in the nature or the scope of Executive's authorities or duties; (2) there is a significant reduction in Executive's monthly rate of Base Salary and his opportunity to earn a bonus under an incentive bonus compensation plan maintained by Employer or his benefits; (3) Employer changes by 50 miles or more the principal location at which Executive is required to perform services as of the date of a Change in Control; or (4)... Employer or any successor materially breaches this Agreement. View More

Good Reason. Termination by you for 'Good Reason' means a voluntary termination by you due to (i) an involuntary relocation that increases your commute by more than 50 miles, (ii) a material diminution in your base salary (other than, prior to a Change in Control, pursuant to across-the-board reductions that apply uniformly to similarly situated employees generally), (iii) a material diminution in your overall compensation opportunity (other than, prior to a Change in Control, pursuant to across-the-board... reductions that apply uniformly to similarly situated employees generally), (iv) a material reduction in your authority or position with the Company, or (v) a material breach of this Agreement by the Company and its affiliates. Notwithstanding the foregoing, a termination shall be deemed to be for Good Reason hereunder only if you provide written notice to the Company of the existence of one or more of the conditions described herein within 90 days following your knowledge of the initial existence of such condition, the Company fails to cure such condition during the 30-day period (the 'Cure Period') following its receipt of such notice, and you terminate employment within 30 days following the conclusion of the Cure Period. View More

Good Reason. (a) if the Participant is party to a Service Agreement, and "Good Reason" is defined therein, such definition, or (b) if the Participant is not party to a Service Agreement that defines "Good Reason," Good Reason shall mean that the Participant has complied with the "Good Reason Process" (hereinafter defined) following the occurrence of any of the following events: (i) a material diminution in the Participant's responsibilities, authority or duties; (ii) a material diminution in the... Participant's base salary and cash bonus opportunity; (iii) a change in the geographic location at which the Participant provides services to the Company by at least 30 miles; or (iv) a material breach by the Company of this Agreement. "Good Reason Process" shall mean that (A) the Participant reasonably determines in good faith that a "Good Reason" condition has occurred; (B) the Participant notifies the Company in writing of the first occurrence of the Good Reason condition within 30 days of the first occurrence of such condition; (C) the Participant cooperates in good faith with the Company's efforts, if any, 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 Participant terminates his or her 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. Without the Executive's express written consent, the occurrence of any of the following events after a Change in Control: (i) a material adverse change in the nature or scope of the Executive's authority, powers, functions, duties or responsibilities; (ii) a material reduction by the Company in the Executive's rate of annual base salary or incentive opportunity; or (iii) a change in the Executive's primary employment location to a location that is more than forty (40) miles from the primary... location of the Executive's employment. Within thirty (30) days after the Executive becomes aware of one or more actions or inactions described in this Good Reason definition, the Executive shall deliver written notice to the Company of the action(s) or inaction(s) (the 'Good Reason Notice'). The Company shall have thirty (30) days after the Good Reason Notice is delivered to cure the particular action(s) or inaction(s). If the Company so effects a cure, the Good Reason Notice will be deemed rescinded and of no further force and effect View More

Good Reason. Means the occurrence of any of the following events, without Executive's consent, during the two-year period immediately following the effective date of the first Change in Control to occur following the Execution Date, which event is not cured by the Company within 30 days following Executive's written notice to the Company as described in Section 3(e) above: (i) a substantial reduction of Executive's base salary, incentive pay eligibility or benefits in effect immediately prior to such... reduction; (ii) a substantial reduction in Executive's duties or responsibilities from Executive's duties or responsibilities in effect immediately preceding the date of a Change in Control, or a detrimental change in Executive's reporting relationship from Executive's reporting relationship in effect immediately preceding the date of the Change in Control; or (iii) the permanent relocation of Executive's primary workplace to a location more than 20 miles away from Executive's workplace in effect immediately prior to such relocation. View More

Good Reason. The occurrence of any of the following: (i) without the Employee's express written consent, a material reduction of the Employee's duties, title or responsibilities relative to the Employee's duties, title or responsibilities in effect immediately prior to such reduction; (ii) a reduction by the Company of the Employee's base salary as in effect immediately prior to such reduction (other than as part of an across-the-board, proportional reduction); (iii) without the Employee's express written... consent, the relocation of the Employee to a facility or a location more than fifty (50) miles from his or her then-current work location/facility, which is more than fifty (50) miles from the Employee's current residence; or (iv) the failure of the Company to obtain the assumption of this Plan by a successor. Notwithstanding anything else contained herein, in the event of the occurrence of a condition listed above, the Employee must provide written notice to the Company within ninety (90) days of the occurrence of a condition listed above and allow the Company thirty (30) days in which to cure such condition. Additionally, in the event the Company fails to cure the condition within the cure period provided, in order for the Employee's resignation to be with Good Reason, the Employee must terminate employment with the Company within thirty (30) days of the end of the cure period. View More

Good Reason. Means, unless Executive shall have consented in writing thereto, any of the following:(i) a material reduction in Executive's title, duties, or responsibilities, as compared to such title, duties, or responsibilities on the Effective Date;(ii) a material change in the geographic location at which the Executive must perform services (provided, that for the avoidance of doubt, any change in location within the greater Atlanta metropolitan area shall not be a material change); or(iii) any material... breach of this Agreement by the Company; provided, however, that Executive shall not have the right to terminate Executive's employment for "Good Reason" unless Executive shall have given thirty (30) days prior written notice to the Board of Directors of the Company within thirty (30) days following the first occurrence (for the Executive) of such condition in which Executive sets forth in reasonable detail the circumstances that Executive believes constitute "Good Reason" pursuant to the preceding clauses (i) through (iii) and the Company shall not have remedied the matter within said thirty (30) day period; it shall not constitute "Good Reason" unless the Executive separates from service not later than ninety (90) days following the end of the Company's thirty (30) day cure period; and provided, further, however that the fact that the Company does or does not so remedy said matter shall not be deemed an admission by the Company that such circumstances constitute "Good Reason". It shall not be deemed to be "Good Reason" if the Board of Directors, for any reason, designates an officer other than the Chief Executive Officer as the officer to whom Executive shall report. View More