Good Reason

Good Reason. Has the meaning ascribed to such term in the Service agreement between the Grantee and the Company or one of its Subsidiaries, or, if there is no agreement in effect that defines such term, shall mean: without the consent of the Grantee, (i) a material diminution of Grantee's duties and responsibilities, which change would significantly reduce Grantee's duties and responsibilities from those in effect as of the date of this Agreement or (ii) a willful failure in bad faith to pay base or... incentive cash compensation to Grantee when due. View More

Good Reason. The material reduction, without Executive's consent, in Executive's Base Salary (other than as permitted by Section 4(a) hereof); (ii) the material diminution, without Executive's consent, of Executive's authority, duties, responsibilities, or title (other than a temporary suspension of authority, duties or responsibilities due to Executive's illness or disability, or an investigation of misconduct), or the assignment to Executive, without the consent of Executive, of any duties materially... inconsistent with the Executive's position, authority, duties or responsibilities (including status, offices, titles and reporting requirements); (iii) the Company's material breach of this Agreement; (iv) the failure of any successor to the Company (whether by merger, acquisition, consolidation, reorganization or otherwise) to assume, upon the successor becoming such, the obligations of the Company hereunder; and/or (v) a material change in the geographic location of Executive's principal place of employment to a location more than fifty (50) miles from the Irvine, California offices. For purposes of interpreting Section 9(f)(ii), following a Change of Control, Executive will have experienced a material diminution in his "authority, duties or responsibilities" if he does not serve in the capacity with at least the Title(s) and Office(s), or comparable titles and offices, set forth in Schedule A of the Ultimate Parent Entity and his duties or his authority is not customary for that position (or an equivalent position, and the duties and authority customary for that position). View More

Good Reason. As defined in the Grantee's Employment Agreement.

Good Reason. Any of the following: (i) the assignment to Employee of duties materially inconsistent with Employee's position, duties, responsibilities, titles or offices as described herein; (ii) material reduction by the Company of Employee's duties and responsibilities; (iii) any reduction or series of reductions in excess of ten percent (10%) by the Company of Employee's compensation or benefits payable hereunder (it being understood that a reduction of benefits applicable to all employees of the... Company, including Employee, shall not be deemed a reduction of Employee's compensation package for purposes of this definition); or (iv) a change of more than thirty-five (35) miles in the geographic location at which Employee must perform services for the Company. Notwithstanding the foregoing, Employee shall not have Good Reason for termination unless Employee gives written notice of termination for Good Reason within thirty (30) days after the event giving rise to Good Reason occurs, and the Company does not correct the action or failure to act that constitutes the grounds for Good Reason, as set forth in Employee's notice of termination, within thirty (30) days after the date on which Employee gives written notice of termination View More

Good Reason. Means, without the Executive's consent: (i) A diminution in the Executive's Base Salary or target Annual Bonus, other than as a result of a general reduction in Base Salary and/or target Annual Bonus that affects all senior executives of the Company in substantially the same proportions (but in no event shall the Executive's (A) Base Salary be less than 80% of the Executive's highest Base Salary during the Employment Term or (B) target Annual Bonus be less than 80% of the Executive's highest... target Annual Bonus during the Employment Term); (ii) A material diminution in the Executive's authority, duties, or responsibilities (other than temporarily while the Executive is physically or mentally incapacitated or as required by applicable law); (iii) The Executive ceases to be a member of the Board (other than due to the Executive's resignation from the Board or his voluntary failure to stand for election to the Board), provided that Cause does not exist; (iv) A relocation of the Executive's principal place of employment by more than 50 miles from the Executive's principal place of employment as of the Effective Date; (v) The Company's failure to provide the Executive during any year of the Employment Term with long-term incentive compensation opportunity with a target value at grant of at least $1,600,000 (based on the valuation method used by the Company for financial reporting purposes) through a combination of stock option grants, restricted stock units or other equity-based awards, cash-based long-term plans or other components, and in such proportions and subject to such conditions, as may be determined by the Company from time to time in its sole discretion and in good faith; or (vi) The Company's material breach of this Agreement. provided, however, that the foregoing conditions will constitute Good Reason only if (A) the Executive provides written notice to the Company within 90 days of the initial existence of the condition(s) constituting Good Reason and (2) the Company fails to cure such condition(s) within 30 days after receipt from the Executive of such notice; and provided further, that Good Reason will cease to exist with respect to a condition 180 days following the initial existence of such condition. View More

Good Reason. Shall mean the Employee's voluntary termination, upon thirty (30) days prior written notice to the Company, after any one of the following events: (i) a material reduction or change in job duties, responsibilities and requirements inconsistent with the Employee's position with the Company and the Employee's prior duties, responsibilities and requirements (including, for example, but not by way of limitation, a material reduction due to the Company becoming part of a larger entity, unless... Employee receives substantially the same level of job duties, responsibilities and requirements with respect to the total combined entity and not only with respect to the Company as a division, subsidiary or business unit of the total combined entity (e.g., a material reduction as a result of the Chief Financial Officer of the Company not having the job duties, responsibilities and requirements as the Chief Financial Officer of the combined entity)); (ii) a material reduction in the authority, duties, or responsibilities of the supervisor to whom Employee is required to report (including, for example, but not by way of limitation, a material reduction due to the Company becoming a part of a larger entity and Employee no longer reporting to the Chief Executive Officer of the total combined entity) (iii) a material reduction of the Employee's base compensation; or (iv) the Employee's refusal to relocate to a facility or location more than thirty (30) miles from the Company's current location; provided, however, that (A) a voluntary termination of Employee for any events listed under this Section (d)(i) through (d)(iv) shall not constitute "Good Reason" if such event or events are cured by the Company within thirty (30) days after receipt of written notice from the Employee of Employee's intent to terminate employment pursuant to this Section and (B) a voluntary termination of Employee pursuant to Section 2(c)(ii) for any events listed under this Section (d)(i) and (d)(ii) shall not constitute "Good Reason" if a material reduction or change in job duties, responsibilities and requirements is, directly or indirectly, the result of a Company-wide reduction in budgets that affects each Company business unit or division in a substantially similar manner. View More

Good Reason. Means a Participant's resignation from Employer within ninety (90) days following the occurrence of any of the following events with respect to such Participant: (i) without Participant's express written consent, a material adverse change in Participant's duties, authority, responsibilities, job title or reporting relationships relative to Participant's duties, authority, responsibilities, job title, or reporting relationships as in effect immediately prior to such change in Participant's... duties, authority, responsibilities, job title, or reporting relationships; provided, however, that the occurrence of a Change in Control shall not, in and of itself, constitute a material adverse change in Participant's duties, authority, responsibilities, job title or reporting relationships; (ii) a material reduction by Employer in the base salary of Participant as in effect immediately prior to such reduction; (iii) a material reduction by Employer in Participant's annual bonus opportunity as in effect immediately prior to such reduction; (iv) the relocation of Participant's principal work location to a facility or a location more than fifty (50) miles from Participant's then present principal work location, without Participant's express written consent; or (v) the failure of Company or Employer to obtain agreement from any successor contemplated in Section 6 below to provide the benefits provided for in this Plan, as it exists as the time of succession. View More

Good Reason. The occurrence of any of the following circumstances: (i) a material diminution of Recipient's base compensation or bonus opportunity; (ii) a material diminution of Recipient's authority, duties, or responsibilities; or (iii) a change in the principal place of Recipient's employment to a location more than fifty (50) miles distant from the Recipient's then current principal place of employment. Notwithstanding the foregoing, Good Reason will not be deemed to exist unless (i) the Recipient... notifies the Company of the existence of the condition giving rise to such Good Reason within 90 days of the initial existence of such condition, (ii) the Company does not cure such condition within 30 days of such notice, and (iii) the Recipient experiences a voluntary Termination of Employment within 120 days of the initial occurrence of such condition. View More

Good Reason. Means Executive's voluntary resignation following the occurrence of any of the following without Executive's consent (i) the delegation to Executive of any duties or the reduction of Executive's duties, either of which materially reduces the nature, responsibility, or character of Executive's position, when taken as a whole, to a level below that generally associated with a similar position in a company of a similar size, in the same industry and with the same general characteristics as the... Company at the time; (ii) a material reduction of Executive's salary (other than in connection with a similar reduction in the salaries of all executive level employees) from that immediately prior to such reduction; (iii) a relocation of Executive's principal office to a place that increases Executive's one-way commute by more than thirty-five (35) miles as compared to Executive's one-way commute as of immediately prior to such relocation; or (iv) the material breach by the Company of this Agreement. Notwithstanding the foregoing, in no event shall Executive have Good Reason to terminate Executive's employment unless Executive provides to the Company written notice of the condition giving rise to Good Reason within sixty (60) days after the initial occurrence of such condition, such condition continues beyond thirty (30) days after the Company receives such notice (the "Cure Period") and Executive's resignation for Good Reason is effective within thirty (30) days after the end of the Cure Period. View More

Good Reason. Means, without the Grantee's express written consent, the occurrence of any of the following events after a Change in Control: (i) either (A) a reduction in any material respect in the Grantee's position(s), duties or responsibilities with the Company, as in effect during the 90-day period immediately prior to such Change in Control, or (B) an adverse material change in the Grantee's reporting responsibilities, titles or offices with the Company as in effect immediately prior to such Change in... Control; (ii) a reduction of 20 percent (20%) or more in the Grantee's rate of annual base salary as in effect immediately prior to such Change in Control or as the same may be increased from time to time thereafter; (iii) any requirement of the Company that the Grantee be based more than 50 miles from the facility where the Grantee is based immediately prior to such Change in Control; (iv) the failure of the Company to provide the Grantee with target bonus opportunities (excluding equity-based compensation or equity-based benefits) that are substantially comparable in the aggregate to the target bonus opportunities provided to the Grantee by the Company and its Affiliates immediately prior to such Change in Control; or (v) any material breach of Grantee's change in control severance agreement or Employment Agreement, if any; provided, however, that (x) the Grantee provides written notice to the Company of the occurrence of any of the events set forth in clauses (i) – (v) of this definition within 90 days after the Grantee has knowledge of the circumstances constituting such event; (y) the Company fails to correct the circumstances resulting in any of the events set forth in clauses (i) – (v) within 30 days after such notice; and (z) the Grantee resigns within six months after the initial existence of such circumstances. For purposes of this Agreement, an isolated, insubstantial and inadvertent action taken in good faith and which is remedied by the Company or any of its Affiliates promptly after receipt of notice thereof given by the Grantee shall not constitute Good Reason View More