Good Reason

Good Reason. With respect to the termination of employment by Executive, one or more of the following occurrences: (i) a material adverse change in the nature or scope of Executive's responsibilities; (ii) a reduction in Executive's salary rate or target bonus; (iii) a reduction of 5 percent or more in the aggregate benefits provided to Executive and his dependents under Kimball's employee benefit plans; (iv) a significant diminution in Executive's position, authority, duties, or responsibilities; (iv) a... relocation of Executive's principal site of employment to a location more than fifty (50) miles from the principal employment site; or (v) failure by Kimball to obtain the assumption agreement from any successor as contemplated in Section 11(a) View More

Good Reason. Actions or omissions by the Company or an affiliate resulting in a material negative change in the employment relationship with the Executive which, for the purposes hereof, means, without the advance written consent of the Executive: (i) The assignment to the Executive of any duties materially inconsistent with the Executive's position, authority, duties or responsibilities as in effect immediately prior to the Transaction, or any other material diminution in such position, authority, duties... or responsibilities; (ii) any reduction in the Executive's annual base salary in effect immediately prior to the Transaction; (iii) the failure to provide the Executive with bonus opportunities at least as generous in the aggregate as those to which the Executive was entitled immediately prior to the Transaction; (iv) any failure by the Company to timely pay the Executive any compensation earned by the Executive; (v) the Company's requiring the Executive (1) to be based at any office or location more than fifty (50) miles from the office where the Executive was employed immediately prior to the Transaction, or (2) to travel on Company business to a materially greater extent than required immediately prior to the Transaction; or (vi) the failure or refusal by the successor or acquiring company to expressly assume the obligations of the Company under this Agreement upon the consummation of the Transaction. Notwithstanding the foregoing, the Executive will not have 'Good Reason' to terminate his employment merely because the Executive is no longer a senior executive of a public company and/or has a change in title, duties, authority, responsibilities or reporting structure as a result of the Transaction (including having a reporting relationship within a larger company) provided that the Executive retains a substantially similar level of responsibilities over the other portions and areas of the business for which he exercised responsibility prior to the Transaction. View More

Good Reason. Will mean Executive's voluntary termination, within thirty (30) days following the expiration of any Company cure period (discussed below) following the occurrence of one or more of the following, without Executive's consent: (i) a material reduction of Executive's duties, authority, or responsibilities, relative to Employee's title, duties, authority, or responsibilities as in effect immediately prior to such reduction; (ii) a material reduction (5% or more) by the Company of Executive's... annual base salary and/or target or guaranteed bonus as in effect on the Effective Date (or, if lower, as in effect immediately prior to the reduction), except to the extent the base salaries and/or target or guaranteed bonus of all other senior executives of the Company are similarly reduced; (iii) the failure of the Company to obtain assumption of this Agreement by any successor; or (iv) a material change in the geographic location of Executive's principal workplace; provided, that a relocation of less than thirty (30) miles from Executive's principal workplace will not be considered a material change in geographic location. Executive may not resign for Good Reason without first providing the Company with written notice within ninety (90) days of the initial existence of the condition that Executive believes constitutes Good Reason specifically identifying the acts or omissions constituting the grounds for Good Reason and a reasonable cure period of not less than thirty (30) days following the date of such notice. For purposes of the "Good Reason" definition, the term "Company" will be interpreted to include any subsidiary, parent, affiliate or successor thereto, if applicable. View More

Good Reason. The occurrence of any of the following events without the Executive's consent: a. any reduction in annual base salary, other than a one-time reduction not exceeding ten percent that is imposed simultaneously on all executive officers of the Company; or b. a material diminution in the Executive's authority, duties or responsibilities or a change in reporting relationship to anyone other than the Chief Executive Officer; provided that, the occurrence of an event described in (a) or (b) above only... shall constitute Good Reason if (i) the Executive provides the Company with written notice within 90 days following the occurrence of the event allegedly constituting Good Reason (the "Good Reason Notice"); (ii) the Company fails to cure such event within 30 days after receiving the Good Reason Notice; and (iii) the Executive resigns within 60 days following the delivery of such Good Reason Notice. View More

Good Reason. (i) any action by the Company which results in a material adverse change in Executive's reporting relationship, authority, duties or responsibilities; provided, however, that a sale or transfer of less than all or substantially all of the business of the Company or any of its subsidiaries or other reduction of less than all or substantially all of its business or that of its subsidiaries, or the fact that the Company has become a subsidiary of another company or that the securities of the... Company are no longer publicly traded, shall not be taken into account when determining whether a material adverse change in Executive's authority, duties or responsibilities has occurred; (ii) any material reduction in Executive's Base Salary or any materially adverse change in the amount of Executive's annual bonus opportunity (where a "material reduction" or "materially adverse change" would be a reduction of the relevant compensation by 10% or more); or (iii) the Company requires Executive to be based at any office or location that is more than 25 miles distant from Executive's base office or work location immediately prior to relocation, except if such new location is closer to Executive's residence at the time such requirement is imposed. Notwithstanding the occurrence of any such event or circumstance, such occurrence shall not be deemed to constitute Good Reason unless (x) Executive gives the Company the notice of termination no more than 90 days after the initial existence of such event or circumstance, (y) such event or circumstance has not been fully corrected within 30 days of the Company's receipt of such notice and (z) the Date of Termination occurs within 30 days following the end of the correction period if the Good Reason has not been corrected. View More

Good Reason. Shall mean: (1) a material breach of this Agreement by the Company which is not cured by the Company within 15 days of its receipt of written notice of the breach; (2) the relocation by the Company of Executive's primary place of employment to a location more than forty (40) miles from Austin, Texas; (3) without Executive's express written consent, the Company reduces Executive's Base Salary or bonus opportunity, or materially reduces the aggregate fringe benefits provided to Executive (except... to the extent permitted by Sections 5, 6 or 7, respectively) or substantially alters Executive's authority and/or title as set forth in Section 2 hereof in a manner reasonably construed to constitute a demotion, provided, Executive resigns within 90 days after the change objected to; (4) without Executive's express written consent, Executive fails at any point during the one-year period following a Change in Control to hold the title and authority (as set forth in Section 2 hereof) with the Parent Corporation (or if there is no Parent Corporation, the Surviving Corporation) that Executive held with the Company immediately prior to the Change of Control, provided Executive resigns within one year of the Change in Control; or (5) the Company fails to obtain the assumption of this Agreement by any successor to the Company; provided, however, that, notwithstanding the foregoing, Executive hereby expressly consents to the amendments to the Original Agreement contained in this Agreement, including, without limitation, the changes to his position, compensation and office location, and further agrees that neither such changes nor any action taken by the Company in connection therewith (including the appointment of a new Chief Financial Officer of the Company) shall constitute a breach of, or 'Good Reason' for purposes of, this Agreement or any other agreement between Executive and the Company or its affiliates. View More

Good Reason. Means, without Executive's express written consent, the occurrence of any one or more of the following: i. a determination by Executive, in his reasonable judgment, that his duties have been materially reduced in terms of authority and responsibility as an employee of the Company in comparison to Executive's duties immediately prior to the occurrence of a Change in Control; ii. the Company's requiring Executive to be based at a location which is at least thirty‐five (35) miles further from... Executive's primary residence at the time such requirement is imposed than is such residence from the Company's office at which Executive is primarily rendering services at such time, except for required travel on the Company's business to an extent substantially consistent with Executive's business obligations in effect immediately prior to the occurrence of a Change in Control; iii. a reduction by the Company in Executive's Base Salary as in effect 12 months before a Change in Control; or iv. a material reduction in Executive's level of participation in any of the Company's short‐ and/or long‐term incentive compensation plans, or employee benefit or retirement plans, policies, practices, or arrangements in which Executive participated immediately prior to the occurrence of a Change in Control; provided, however, that reductions in the levels of participation in any such plans shall not be deemed to be "Good Reason" if Executive's reduced level of participation in each such program remains substantially consistent with the average level of participation of other executives who have positions commensurate with Executive' s position. View More

Good Reason. Shall mean any occurrence, without the Recipient's explicit prior written consent, of: (i) a material office relocation of 50 or more miles, (ii) a material 12187473.4.TAX reduction in Recipient's title, duties or responsibilities and (iii) a material reduction in Base Salary (as defined in the Employment Agreement). A termination under clause (ii) shall be for Good Reason only if Recipient provides the Board with notice of the event alleged to constitute Good Reason within 30 days after... Recipient's knowledge of its occurrence, the Board fails to cure such act within 30 days after receipt of such notice and Recipient terminates his employment within 30 days after such cure period expires uncured. View More

Good Reason. You shall be entitled to terminate your employment for Good Reason. For purposes of this Agreement, "Good Reason" shall mean, without your express written consent, the occurrence within two (2) years following a Change of Control of the Company of any one (1) or more of the following: (i) A material reduction or alteration in your duties and responsibilities, or the status of your position from those in effect on the day prior to the Change of Control; (ii) A material reduction by the Company... in your base salary or in your most recent annual target incentive award opportunity as in effect on the date hereof or as the same shall be increased from time to time; (iii) The Company's requiring you to be based at a location in excess of fifty (50) miles from the location where you are currently based; (iv) The failure by the Company to continue in effect the Company's employee benefit plans, policies, practices or arrangements in which you participate prior to the Change of Control, unless an equitable arrangement (embodied in an ongoing substitute or alternative plan) to provide similar benefits has been made with respect to such plan(s); or the failure by the Company to continue your participation therein (or in such substitute or alternative plan) on substantially the same basis, both in terms of the amount of benefits provided and the level of your participation relative to other participants, as existed as of the time of the Change of Control; (v) The failure of the Company to obtain a satisfactory agreement from any successor to the Company to assume and agree to perform this Agreement, as contemplated in Section 5 hereof; and (vi) Any purported termination by the Company of your employment that is not effected pursuant to a Notice of Termination which substantially satisfies the requirements of Section 3(f), below, and for purposes of this Agreement, no such purported termination shall be effective. Your right to separate from service pursuant to this Section 3(d) shall not be affected by your suspension due to Disability. Your continued employment shall not constitute a waiver of your rights with respect to any circumstance constituting Good Reason hereunder, except that you must provide notice to the Company of the existence of the condition described in above within a period not to exceed ninety (90) calendar days of the initial existence of the condition, and the Company will have a period of at least thirty (30) calendar days following the notice during which it may remedy the condition. View More

Good Reason. The occurrence of any of the following events, without the express written consent of the Executive, unless such events are fully corrected in all material respects by the Company within thirty (30) days following written notification thereof by the Executive to the Company: (i) a material diminution in the Executive's Base Salary, target bonus (as applicable) and 1 employee benefits package in the aggregate as in effect immediately prior to a Change in Control; (ii) a material diminution or... adverse change in the Executive's authorities, duties or responsibilities, or the assignment of duties inconsistent in a material respect with the Executive's authorities, duties or responsibilities with the Company as in effect immediately prior to a Change in Control; or (iii) a relocation of the Executive's primary work location by more than fifty (50) miles from its location as in effect immediately prior to a Change in Control. The Executive shall provide the Company with a written notice detailing the specific circumstances alleged to constitute Good Reason within ninety (90) days after the first occurrence of such circumstances, and actually terminate employment within thirty (30) days following the expiration of the Company's cure period as set forth above. For the avoidance of doubt, a change in title or position alone will not be deemed to constitute Good Reason. View More