Good Reason

Good Reason. Shall mean the occurrence after a Change in Control of any of the following events without the Employee's express written consent: (a) Any material reduction in the Employee's title, authority or responsibilities, including reporting responsibilities; 3 (b) A reduction by the Company in the Employee's Annual Base Salary as in effect on the date hereof or as the same may be increased from time to time; (c) The relocation of the Employee's office at which the Employee is to perform his or her... duties to a location more than thirty (30) miles from the location at which the Employee performed his or her duties prior to the Change in Control; (d) The failure by the Company to continue in effect any incentive, bonus or other compensation plan in which the Employee participates, unless the Company substitutes a substantially equivalent benefit; (e) The failure by the Company to continue in effect any Employee benefit plan (including any medical, hospitalization, life insurance, dental or disability benefit plan in which the Employee participated) or any material fringe benefit or perquisite enjoyed by the Employee at the time of the Change in Control, unless the Company substitutes benefits which, in the aggregate, are equivalent; (f) Any material breach by the Company of any provision of this Agreement; or (g) The failure of the Company to obtain a satisfactory agreement from any successor or assign of the Company to assume and agree to perform this Agreement View More

Good Reason. Shall mean the occurrence of any of the following events, without the consent of Executive, provided that Executive has provided written notice to the Company within ninety (90) days of the first occurrence of such event and the Company has failed to cure (if the event or circumstance is subject to cure) such event within thirty (30) days after the date of such written notice: (i) a material diminution of Executive's title (currently, Executive Vice President/Chief Administrative Officer/Chief... Financial Officer), authority, employment duties or responsibilities, which shall include but not be limited to a material diminution in Executive's direct report authority (by way of example only, a removal of a department, a change from sole direct report authority over a department to sharing such direct report authority, or the removal or reassignment of a significant number of individuals over whom the Executive has direct authority unless Executive agrees in writing to such changes); 1 (ii) a material reduction by the Company in Executive's base salary or target bonus opportunity or in other benefits customarily made available to the most senior executive officers of the Company (other than the Chief Executive Officer); provided, however, that if substantially similar changes are contemporaneously made to the base salaries, target bonus opportunities or benefits of all of the most senior executive officers of the MEC of the Company (other than the Chief Executive Officer) such changes shall not be considered "Good Reason"; (iii) Executive no longer reports directly and solely to Richard Robinson as the Chief Executive Officer of the Company, or Richard Robinson ceases to be the Chief Executive Officer of the Company or (iv) a material change in the geographic location of Executive's employment. View More

Good Reason. (i) a material diminution in the Executive's authority, duties or responsibilities; (ii) a material diminution in the Executive's base compensation; (iii) a material breach of this Agreement by the Company; or (iv) a relocation of the executive offices of the Company to a location more than fifty (50) miles outside of Jackson, Mississippi, provided such relocation is considered a material change in the location at which the Executive must perform services. The Executive is required to provide... notice to the Company of the existence of a condition described in this Section 1E. within a ninety (90) day period of the initial existence of the condition, upon the notice of which the Company shall have thirty (30) days to remedy the condition. If the condition is remedied within thirty (30) days, then "Good Reason" does not exist. If the condition is not remedied within thirty (30) days, then the Executive must resign within ninety (90) days of the expiration of the remedy period. View More

Good Reason. Shall have the meaning assigned such term, if any, (i) in the employment, letter or severance agreement, if any, between the Grantee and the Company or a Subsidiary, or (ii) if none, under a severance plan or arrangement maintained by the Company or a Subsidiary that applies to the Grantee on the date of termination. If the Grantee is not a party to an employment, letter or severance agreement with the Company or a Subsidiary in which such term is defined or if during the applicable severance... protection period, the Grantee is not a participant in any severance plan or arrangement maintained by the Company or a Subsidiary, then "Good Reason" means a reduction by the Company of Grantee's annual base salary by more than 10% (other than an across-the-board reduction which applies in a comparable manner to other senior executives of the Company); provided, however, that the Grantee provides notice to the Company of the existence of the condition constituting Good Reason within 90 days after the initial existence of such condition and the Company fails to remedy such condition within 30 days after the receipt of such notice from the Grantee. View More

Good Reason. Means the occurrence of any one or more of the following: (1) A material diminution in the Executive's authority, duties or responsibilities; (2) A material diminution in the authority, duties, or responsibilities of the supervisor to whom the Executive is required to report, including a requirement that the Executive report to a corporate officer or employee instead of reporting directly to the Board of Directors; (3) A material diminution in the budget over which the Executive retains... authority; (4) A material diminution by the Company in the Executive's base compensation (as that term is used in Treasury Regulations under section 409A of the Code) as of the day immediately prior to a Change in Control of the Company and/or Executive's Annual Award and Long-Term Award potential which existed immediately prior to such Change in Control under the Company's Variable Compensation Plan, Long-Term Incentive Plan, or any successor plans; (5) A demand by the Company that the Executive make a material relocation in the geographic area from the location where the Executive is currently based; (6) Any other action or inaction that constitutes a material breach by Company of any agreement under which Executive provides services. The existence of Good Reason shall not be affected by the Executive's incapacity due to physical or mental illness. The Executive's continued employment shall not constitute a waiver of the Executive's rights with respect to any circumstance constituting Good Reason under this Agreement. The Executive must give notice to the Company within 90 days of the initial existence of the condition, and the Company shall have 30 days upon receipt of such notice to remedy the condition so as to eliminate "Good Reason." View More

Good Reason. For all purposes under this Agreement, 'Good Reason' shall mean: i. a change in Executive's position with the Company that materially reduces his level of authority or responsibility; ii. a reduction in Executive's base salary by more than 10% unless pursuant to a Company-wide salary reduction affecting all Executives proportionately; iii. relocation of Executive's principal workplace by more than 50 miles from such workplace; iv. a substantial reduction, without good business reasons, of the... facilities and perquisites (including office space and location) available to Executive immediately prior to such reduction; or v. a material reduction in the kind or level of employee benefits to which Executive is entitled immediately prior to such reduction with the result that Executive's overall benefits package is significantly reduced, unless such reduction is made in connection with a reduction in the kind or level of employee benefits of employees of the Company generally. A condition shall not be considered 'Good Reason' unless Executive 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 Executive's written notice. In addition, Executive's resignation must occur within 12 months after the condition comes into existence. View More

Good Reason. The occurrence, without the Participant's express written consent, of: (i) a material diminution in the Participant's duties, responsibilities or authority; (ii) any material diminution of the Participant's Base Salary; or (iii) the involuntary relocation of the Participant's principal place of employment by more than fifty miles from the Participant's principal place of employment immediately prior to the relocation. Notwithstanding the foregoing, any assertion by a Participant of a... termination of employment for "Good Reason" shall not be effective unless all of the following conditions are satisfied: (1) the Participant must provide written notice to the Company of the condition constituting Good Reason within forty-five days of the initial existence of the condition; (2) the condition specified in such notice must remain uncorrected for thirty days after receipt of the such notice by the Company; and (3) the date of the Participant's termination of employment on account of the condition specified in such notice must occur within ninety days after the initial existence of such condition. View More

Good Reason. Means, without the express written consent of the Executive (i) a change in the Executive's position with the Company or an Affiliate which results in a material diminution of the Executive's authority, duties or responsibilities; (ii) a material reduction by the Company in the annual rate of the Executive's base salary, Target Bonus or value of long-term incentive; (iii) a change in the location of the Executive's principal office to a different place that is more than fifty (50) miles from... the Executive's principal office immediately prior to such change; (iv) the Company's material breach of this Agreement; or (v) the Company's notice of non-renewal of this Agreement, in accordance with Section 1, provided that the Executive resigns for Good Reason within a one hundred twenty (120) day period following notice of non-renewal or by the Renewal Date, if later. A reduction in the Executive's annual rate of base salary, Target Bonus or value of long-term incentive shall be material if in the case of base salary, the annual rate of base salary on any date is less than ninety percent (90%) of the Executive's highest annual rate of base salary as in effect on any date in the preceding thirty six (36) months; in the case of the Target Bonus, the percentage of annual rate of base salary set as the Target Bonus for the Executive is less than ninety percent (90%) of the highest percentage set as the Target Bonus for the Executive within the preceding thirty-six (36) months; and in the case of the value of the long-term incentive, the present value of the long-term incentive on the date of grant is less than ninety percent (90%) of the highest present value (as of the original date of grant) of the aggregate of long-term incentives granted to the Executive in a calendar year within the preceding thirty-six (36) months; provided, however, that a reduction in the Executive's long-term incentives shall be disregarded to the extent that the reduction is applied similarly to the Company's executive group who have historically participated in such awards. Notwithstanding the two preceding sentences, Executive's termination of employment for Cause, disability or retirement, shall not constitute Good Reason and items (i) through (v) above shall be the sole basis for a termination by the Executive for Good Reason. A resignation by the Executive shall not be with "Good Reason" unless the Executive gives the Company written notice specifying the event or condition that the Executive asserts constitutes Good Reason, the notice is given no more than ninety (90) days after the occurrence of the event or initial existence of the condition that the Executive asserts constitutes Good Reason and the Company has failed to remedy or cure the event or condition during the thirty (30) day period after such written notice is given to the Company. View More

Good Reason. Without the Optionee's written consent, (i) a material reduction in Optionee's salary, bonus opportunity or aggregate benefits; or (ii) a relocation of Optionee's principal place of business by more than fifty (50) miles from Optionee's principal place of business immediately prior to such relocation

Good Reason. That you resign within 60 days after one of the following conditions has come into existence without your express written consent: (a) A reduction in your base salary by more than 10%, other than in connection with a general, similar or greater decrease in the compensation of all similarly situated employees. If such a 10% reduction is made in the event of a Change in Control, Good Reason shall still apply; (b) A change in your position with the Company that materially reduces your level of... authority or responsibility; provided, however, that following a Change in Control neither: (1) a change of title alone; nor (2) changes in the reporting structure which do not materially reduce your duties relative to the Company's operations prior to the Change in Control and that are a result of the integration of the Company into the acquirer's organization shall constitute such a material reduction; (c) A relocation of your principal workplace that is more than 50 miles from Sunnyvale, California; or (d) A material breach by the Company of any material obligations of the Company under this Agreement. View More