Good Reason

Example Definitions of "Good Reason"
Good Reason. Shall mean any of the following actions undertaken by the Company without the Employee's prior written consent: (i) a material reduction of the Employee's duties, authority or responsibilities relative to his duties, authority or responsibilities immediately prior to such reduction, (ii) a requirement that the Employee report to another employee or officer of the Company or any other person or group rather than solely and directly to the Board; (iii) a material reduction (10% or more) over any... twelve (12) month period of Employee's Base Salary, unless such reduction is made in connection with an across-the-board reduction of substantially all executives' base salary, and Employee's reduction is the same percentage in reduction as the other executive reductions in base salary, (iv) a relocation of the Employee's primary place of business to a location more than thirty (30) miles from Sunnyvale, California; or (v) a material breach of this Agreement (or any other written agreement between Employee and the Company or any Affiliate) by the Company (or any Affiliate) or any successor (including a failure to assume all of the terms of this Agreement, except where such assumption occurs by operation of law or legally the Agreement's terms cannot all be assumed). View More
Found in Synopsys Inc. contract
Good Reason. Shall mean any of the following actions undertaken by the Company without the Employee's prior written consent: (i) a material reduction of the core aspects of Employee's duties, authority or responsibilities relative to his duties, authority or responsibilities those immediately prior to such reduction, reduction (but excluding transfers of duties and responsibilities to one or more employees as a result of a Company reorganization or the Company's natural growth), (ii) a requirement that the... Employee report to another employee or officer of the Company or any other person or group rather than solely and directly to the Board; Company's Chief Executive Officer(s); (iii) a material reduction (10% or more) over any twelve (12) month period of Employee's Base Salary, unless such reduction is made in connection with an across-the-board reduction of substantially all executives' annual base salary, salaries and Employee's reduction is the same percentage in reduction as proportionate to the other executive reductions in base salary, salary; (iv) a relocation of the Employee's primary place of business to a location more than thirty (30) fifty (50) miles from Sunnyvale, Mountain View/Sunnyvale, California; or (v) a material breach of this Agreement (or any other written agreement between Employee and the Company or any Affiliate) by the Company (or any Affiliate) or any successor (including a failure to assume all of the terms of this Agreement, except where such assumption occurs by operation of law or legally the Agreement's terms cannot all be assumed). View More
Found in Synopsys Inc. contract
Good Reason. Shall mean any of the following actions undertaken by the Company without the Employee's prior written consent: (i) a material reduction of the Employee's duties, authority or responsibilities relative to his duties, authority or responsibilities immediately prior to such reduction, (ii) a requirement that the Employee report to another employee or officer of the Company or any other person or group rather than solely and directly to the Board; (iii) a material reduction (10% or more) over any... twelve (12) month (12)-month period of Employee's Base Salary, total target cash (Base Salary plus Target Incentive), unless such reduction is made in connection with an across-the-board reduction of substantially all executives' base salary, total target cash (base salary plus target incentive), and Employee's reduction is the same percentage in reduction as the other executive reductions in base salary, total target cash, (iv) a relocation of the Employee's primary place of business to a location more than thirty (30) miles from Sunnyvale, California; or (v) a material breach of this Agreement (or any other written agreement between Employee and the Company or any Affiliate) by the Company (or any Affiliate) or any successor (including a failure to assume all of the terms of this Agreement, except where such assumption occurs by operation of law or legally the Agreement's terms cannot all be assumed). View More
Found in Synopsys Inc. contract
View Variations (2)
Good Reason. Shall mean (i) termination by Executive as a result of any material breach of this Agreement by Employer, (ii) termination by Executive or Employer following a Change of Control pursuant to Section 6.1, (iii) Any reduction of Executive's salary or any reduction or elimination of any compensation or benefit plan, which reduction or elimination is not of general application to substantially all employees of the Bank or such employees of any successor entity or of any entity in control of the... Bank, or (iv) the assignment to Executive of any authority or duties substantially inconsistent with Executive's position. View More
Found in Heritage Financial Corporation contract
Good Reason. Shall mean (i) termination by Executive as a result of (i) any material breach of this Agreement by Employer, (ii) termination by Executive or Employer following a Change of Control pursuant to Section 6.1, (iii) Any any reduction of Executive's salary or any reduction or elimination of any compensation or benefit plan, which reduction or elimination is not of general application to substantially all employees of the Bank or such employees of any successor entity or of any entity in control of... the Bank, or (iv) (iii) the assignment to Executive of any authority or duties substantially inconsistent with Executive's position. View More
Found in Heritage Financial Corporation contract
Good Reason. Shall mean (i) termination by Executive as a result of any material breach of this Agreement by Employer, (ii) termination by Executive or Employer following a Change of in Control pursuant to Section 6.1, (iii) Any reduction of Executive's salary or any reduction or elimination of any compensation or benefit plan, which reduction or elimination is not of general application to substantially all employees of the Bank Employer or such employees of any successor entity or of any entity in control... of the Bank, Employer, or (iv) the assignment to Executive of any authority or duties substantially inconsistent with Executive's position. View More
Found in Heritage Financial Corporation contract
View Variations (2)
Good Reason. Means that Executive resigns his employment within 120 days after any of the following is undertaken by the Company (or its acquirer) without Executive's express written consent: (i) a reduction in Executive's title (other than having the same title at a division or subsidiary of the acquirer encompassing the Company's business), (ii) a material reduction of Executive's duties, authority or responsibilities (other than having similar duties, authority and responsibilities at a division or... subsidiary of the acquirer encompassing the Company's business); (ii) any material reduction of Executive's base salary and potential bonus (other than a proportionate reduction in the Executive's base salary that affects all senior management of the Company); or (iii) a material change in the geographic location at which Executive must perform services; provided that in no instance will the relocation of Executive to a facility or location of fifty (50) miles or less from the Executive's then current office location be deemed material for purposes of this Agreement; provided, however, that Good Reason shall not exist unless Executive has provided written notice to the Board of Directors of the purported grounds for the Good Reason within 90 days of its initial existence and the Company has been provided at least 30 days to remedy the condition. View More
Found in eHealth, Inc. contract
Good Reason. Means that Executive resigns his employment within 120 days after any of the following is undertaken by the Company (or its acquirer) without Executive's express written consent: (i) a reduction in Executive's title (other than having the same title at a division or subsidiary of the acquirer encompassing the Company's business), title, (ii) a material reduction of Executive's duties, authority or responsibilities (other than having similar duties, authority and responsibilities at a division... or subsidiary of the acquirer encompassing the Company's business); responsibilities; (ii) any material reduction of Executive's base salary Base Salary and potential bonus (other than a proportionate reduction in the Executive's base salary Base Salary that affects all senior management of the Company); or (iii) a material change in the geographic location at which Executive must perform services; provided that in no instance will the relocation of Executive to a facility or location of fifty (50) thirty-five (35) miles or less from the Executive's then current office location be deemed material for purposes of this Agreement; or (iv) prior to a Change of Control, Executive's position as a member of the Board terminates as a result of the Board's failing to nominate him for election or re-election thereto; provided, however, that Good Reason shall not exist unless Executive has provided written notice to the Board of Directors of the purported grounds for the Good Reason within 90 days of its initial existence and the Company has been provided at least 30 days to remedy the condition. View More
Found in eHealth, Inc. contract
Good Reason. Means that That Executive resigns his employment within 120 days after any of the following is undertaken by the Company (or its acquirer) without Executive's express written consent: (i) a reduction in Executive's title (other than having the same title at a division or subsidiary of the acquirer encompassing the Company's business), title, (ii) a material reduction of Executive's duties, authority or responsibilities (other than having similar responsibilities, including a material reduction... in duties, authority and or responsibilities at a division or subsidiary solely by virtue of the acquirer encompassing Company being acquired and made part of a larger entity such that Executive is no longer the Company's business); Chief Executive Officer of a publicly-traded company; (ii) any material reduction of Executive's base salary and potential bonus (other than a proportionate reduction in the Executive's base salary that affects all senior management of the Company); or (iii) a material change in the geographic location at which Executive must perform services; provided that in no instance will the relocation of Executive to a facility or location of fifty (50) thirty-five (35) miles or less from the Executive's then current office location be deemed material for purposes of this Agreement; provided, however, that Good Reason shall not exist unless Executive has provided written notice to the Board of Directors of the purported grounds for the Good Reason within 90 days of its initial existence and the Company has been provided at least 30 days to remedy the condition. View More
Found in eHealth, Inc. contract
View Variations (2)
Good Reason. Any of the following events occurring, without the Executive's prior written consent specifically referring to this Agreement, prior to the first anniversary of a Change in Control: (1) (A) Any material reduction in the amount of the Executive's Annual Pay, (B) any material reduction in the amount of Executive's other incentive compensation opportunities, or (C) any significant reduction in the aggregate value of the Executive's benefits as in effect from time to time (unless in the case of... either B or C, such reduction is pursuant to a general change in compensation or benefits applicable to all similarly situated employees of the Company and its Affiliates); (2) (A) the removal of the Executive from the Executive's position of the ultimate parent of the business of the Company or (B) any other significant reduction in the nature or status of the Executive's duties or responsibilities; (3) transfer of the Executive's principal place of employment to a metropolitan area other than that of the Executive's place of employment immediately prior to the Change in Control; or (4) failure by the Company to obtain the assumption agreement referred to in Section 7 of this Agreement prior to the effectiveness of any succession referred to therein, unless the purchaser, successor or assignee referred to therein is bound to perform this Agreement by operation of law. In order for a termination by the Executive to constitute a termination for Good Reason, (i) the Executive must notify the Company of the circumstances claimed to constitute Good Reason in writing not later than the 90th day after it has arisen or occurred, (ii) the Company must not have cured such circumstances within 30 days of receipt of the notice and (iii) the Executive must actually terminate employment on or before the 13th month anniversary of the Change in Control View More
Found in Dean Foods Company contract
Good Reason. Any of the following events occurring, without the Executive's prior written consent specifically referring to this Agreement, prior to the first anniversary of within 12 months after a Change in Control: (1) (A) Any (a) (i) any material reduction in the amount of the Executive's Annual Pay, (B) (ii) any material reduction in the amount of Executive's other incentive compensation opportunities, or (C) (iii) any significant reduction in the aggregate value of the Executive's benefits as in... effect from time to time (unless in the case of either B or C, unless such reduction under this clause (iii) is pursuant to a general change in compensation or benefits applicable to all similarly situated employees of the Company and its Affiliates); (2) (A) the removal of the Executive from the Executive's position of the ultimate parent of the business of the Company or (B) Affiliates;(b) any other significant reduction material adverse change in the nature or status of the Executive's title, duties or responsibilities; (3) transfer responsibilities (including reporting responsibilities);(c) relocation of the Executive's principal place of employment to a metropolitan area other location that is more than that of 50 miles from the Executive's place of employment immediately prior to the Change in Control; or (4) (d) failure by the Company to obtain the assumption agreement referred to in Section 7 of this Agreement prior to the effectiveness of any succession referred to therein, unless the purchaser, successor or assignee referred to therein is bound to perform this Agreement by operation of law. In order for a termination by the Executive to constitute a termination for Good Reason, (i) the Executive must notify the Company of the circumstances claimed to constitute Good Reason in writing not later than the 90th 60th day after it has arisen or occurred, (ii) the Company must not have cured such circumstances within 30 days of receipt of the notice and (iii) the Executive must actually terminate employment both (x) on or before the 13th 12th month anniversary of the Change in Control Control; and (y) within 30 days after the expiration of such cure period View More
Found in Lancaster Colony Corp contract
Good Reason. Any of the following events occurring, without the Executive's prior written consent specifically referring to this Agreement, prior to the first anniversary of within 13 months after a Change in Control: (1) (A) (a) (i) Any material reduction in the amount of the Executive's Annual Pay, (B) (ii) any material reduction in the amount of Executive's other incentive compensation opportunities, or (C) (iii) any significant reduction in the aggregate value of the Executive's benefits as in effect... from time to time (unless in the case of either B (i) or C, (ii), such reduction is pursuant to a general change in compensation or benefits applicable to all similarly situated employees of the Company and its Affiliates); (2) (A) (b) (i) the removal of the Executive from the Executive's position of the ultimate parent of the business of the Company or (B) (ii) any other significant reduction in the nature or status of the Executive's duties or responsibilities; (3) transfer (c) relocation of the Executive's principal place of employment to a metropolitan area other location that is more than that of 50 miles from the Executive's place of employment immediately prior to the Change in Control; or (4) (d) failure by the Company to obtain the assumption agreement referred to in Section 7 of this Agreement prior to the effectiveness of any succession referred to therein, unless the purchaser, successor or assignee referred to therein is bound to perform this Agreement by operation of law. In order for a termination by the Executive to constitute a termination for Good Reason, (i) the Executive must notify the Company of the circumstances claimed to constitute Good Reason in writing not later than the 90th day after it has arisen or occurred, (ii) the Company must not have cured such circumstances within 30 days of receipt of the notice and (iii) the Executive must actually terminate employment on or before the 13th month anniversary of the Change in Control View More
Found in WHITEWAVE FOODS Co contract
View Variations (2)
Good Reason. (i) removal from, or failure to be reappointed or reelected to the Executive's principal position immediately prior to the Effective Date (other than as a result of a promotion); (ii) material diminution in the Executive's position, duties or responsibilities, or the assignment to the Executive of duties that are inconsistent, in a material respect, with the scope of duties and responsibilities associated with the Executive's position immediately prior to the Effective Date; (iii) material... reduction in base salary or award opportunity under any corporate incentive plan (or any successor to any such plan), or a material reduction in the level of participation in long-term incentive, benefit and other plans for senior executives as in effect immediately preceding the Effective Date, or their equivalents; (iv) relocation of the Executive's principal workplace without the Executive's consent to a location which is more than 50 miles from the Executive's principal workplace on the Effective Date; or (v) any failure by the Company to comply with and satisfy the requirements of Section 7.5, provided that the successor shall have received at least ten days' prior written notice from the Company or the Executive of the requirements of Section 7.5; provided, however, that (A) the Executive has provided notice to the Company of any of the foregoing conditions within 90 days of the initial existence of the condition; (B) the Company has been given at least 30 days to cure such condition; and (C) the Executive actually terminates employment within two years following the initial existence of the condition. View More
Found in Ciena Corp contract
Good Reason. (i) removal from, or failure to be reappointed or reelected to the Executive's principal position immediately prior to the Effective Date or the date of a Triggering Event, as applicable (other than as a result of a promotion); (ii) material diminution in the Executive's position, duties or responsibilities, or the assignment to the Executive of duties that are inconsistent, in a material respect, with the scope of duties and responsibilities associated with the Executive's position immediately... prior to the Effective Date; Date or the date of a Triggering Event, as applicable; (iii) material reduction in base salary or award opportunity under any corporate incentive plan (or any successor to any such plan), or a material reduction in the level of participation in long-term incentive, benefit and other plans for senior executives as in effect immediately preceding the Effective Date, Date or the date of a Triggering Event, as applicable, or their equivalents; (iv) relocation of the Executive's principal workplace without the Executive's consent to a location which is more than 50 miles from the Executive's principal workplace on the Effective Date; Date or the date of a Triggering Event, as applicable; or (v) any failure by the Company to comply with and satisfy the requirements of Section 7.5, 7.6, provided that the successor shall have received at least ten days' prior written notice from the Company or the Executive of the requirements of Section 7.5; 7.6; provided, however, that (A) the Executive has provided notice to the Company of any of the foregoing conditions within 90 days of the initial existence of the condition; (B) the Company has been given at least 30 days following receipt of such notice to cure such condition; and (C) the Executive actually terminates employment within two years one year following the initial existence of the condition. condition View More
Found in Ciena Corp contract
Good Reason. Without the Executive's express written consent, the occurrence of any one or more of the following after the Effective Date: (i) removal from, or failure to be reappointed or reelected to to, the Executive's principal position immediately prior to the Effective Date (other than as a result of a promotion); (ii) material diminution in the Executive's position, duties or responsibilities, or the assignment to the Executive of duties that are inconsistent, in a material respect, materially... inconsistent with the scope of duties and responsibilities associated with the Executive's position position, immediately prior to the Effective Date; (iii) material reduction in the Executive's base salary or bonus or award opportunity under any corporate incentive plan (or any successor to any such plan), or a material reduction in the level of participation in long-term long term incentive, benefit and other plans for senior executives executives, as in effect immediately preceding prior to the Effective Date, or their equivalents; (iv) relocation of the Executive's principal workplace without the Executive's consent to a location which that is more than 50 miles from the Executive's principal workplace on immediately prior to the Effective Date; or (v) any the failure by the Company Corporation to comply with and satisfy obtain the requirements assumption of this Agreement pursuant to Section 7.5, provided that the successor shall have received at least ten days' prior written notice from the Company Corporation or the Executive of the requirements of Section 7.5; provided, however, 7.5. For purposes of clauses (i), (ii) or (iii) of this definition, an isolated, insubstantial and inadvertent action that (A) is not taken in bad faith and that is remedied by the Corporation promptly after receipt of notice thereof given by the Executive has provided notice to the Company of any of the foregoing conditions within 90 days of the initial existence of the condition; (B) the Company has been given at least 30 days to cure such condition; and (C) the Executive actually terminates employment within two years following the initial existence of the condition. shall not constitute Good Reason View More
Found in Ciena Corp contract
Good Reason. Without the Executive's express written consent, the occurrence of any one or more of the following after the Effective Date: (i) removal from, or failure to be reappointed or reelected to to, the Executive's principal position immediately prior to the Effective Date (other than as a result of a promotion); (ii) material diminution in the Executive's position, duties or responsibilities, or the assignment to the Executive of duties that are inconsistent, in a material respect, materially... inconsistent with the scope of duties and responsibilities associated with the Executive's position position, immediately prior to the Effective Date; (iii) material reduction in the Executive's base salary or bonus or award opportunity under any corporate incentive plan (or any successor to any such plan), or a material reduction in the level of participation in long-term long term incentive, benefit and other plans for senior executives executives, as in effect immediately preceding prior to the Effective Date, or their equivalents; (iv) relocation of the Executive's principal workplace without the Executive's consent to a location which that is more than 50 miles from the Executive's principal workplace on immediately prior to the Effective Date; or (v) any the failure by the Company Corporation to comply with and satisfy obtain the requirements assumption of this Agreement pursuant to Section 7.5, provided that the successor shall have received at least ten days' prior written notice from the Company Corporation or the Executive of the requirements of Section 7.5; provided, however, 7.5. For purposes of clauses (i), (ii) or (iii) of this definition, an isolated, insubstantial and inadvertent action that (A) is not taken in bad faith and that is remedied by the Corporation promptly after receipt of notice thereof given by the Executive has provided notice to the Company of any of the foregoing conditions within 90 days of the initial existence of the condition; (B) the Company has been given at least 30 days to cure such condition; and (C) the Executive actually terminates employment within two years following the initial existence of the condition. shall not constitute Good Reason View More
Found in Ciena Corp contract
View Variations (2)
Good Reason. The occurrence of any of the following events without Executive's written consent which is not corrected by the Company within twenty (20) days after Executive's written notice to the Company of the same: (i) the nature of Executive's duties or the scope of his responsibilities are materially diminished without Executive's written consent, (ii) the Company changes the location of Executive's place of employment to more than fifty (50) miles from its present location, (iii) a material breach of... this Agreement by the Company, or (iv) a change in base salary to an amount below $750,000. View More
Found in Asbury Automotive Group Inc contract
Good Reason. The occurrence of any of the following events without Executive's written consent which is not corrected by the Company within twenty (20) days after Executive's written notice to the Company of the same: (i) the nature of Executive's duties or the scope of his responsibilities are materially diminished without Executive's written consent, (ii) the Company changes the location of Executive's place of employment to more than fifty (50) miles from its present location, (iii) a material breach of... this Agreement by the Company, or (iv) a change in base salary to an amount below $750,000. $675,000 View More
Found in Asbury Automotive Group Inc contract
Good Reason. The occurrence of any of the following events without Executive's written consent which is not corrected by the Company within twenty (20) days after Executive's written notice to the Company of the same: (i) the nature of Executive's duties or the scope of his responsibilities are materially diminished without Executive's written consent, (ii) the Company changes the location of Executive's place of employment to more than fifty (50) miles from its present location, (iii) a material breach of... this Agreement by the Company, or (iv) a change in base salary to an amount below $750,000. $675,000. View More
Found in Asbury Automotive Group Inc contract
View Variations (2)
Good Reason. That Executive has complied with the "Good Reason Process" (hereinafter defined) following the occurrence of any of the following events: (a) a material diminution or other material adverse change, not consented to by Executive, in the nature or scope of Executive's responsibilities, authorities, powers, functions or duties; (b) an involuntary material reduction in Executive's Base Salary except for across-the-board reductions similarly affecting all or substantially all management employees;... (c) a material breach of this Agreement by the Company; or (d) a material change in the geographic location at which the Executive provides services to the Company. "Good Reason Process" shall mean that (i) Executive reasonably determines in good faith that a "Good Reason" event has occurred; (ii) Executive notifies the Company in writing of the occurrence of the Good Reason event within 60 days of such occurrence; (iii) Executive reasonably cooperates in good faith with the Company's efforts following such notice (the "Cure Period"), to promptly remedy the condition; (iv) notwithstanding such efforts, the Good Reason event continues to exist; and (v) the Executive terminates his employment within 60 days after the end of the Cure Period. If the Company cures the Good Reason event during the Cure Period, Good Reason shall be deemed not to have occurred. View More
Found in CIRCOR International, Inc. contract
Good Reason. That For purposes of this Agreement, "Good Reason" means that the Executive has complied with the "Good Reason Process" (hereinafter defined) following the occurrence of any of the following events: (a) events without the Executive's consent: (A) a material diminution or other material adverse change, not consented to by Executive, in the nature or scope of Executive's responsibilities, authorities, powers, functions authority or duties; (b) an involuntary (B) a material reduction diminution in... the Executive's Base Salary except for across-the-board salary reductions based on the Company's financial performance similarly affecting all or substantially all senior management employees; (c) a employees of the Company; (C) the relocation of the Executive's principal place of business more than fifty (50) miles; or (D) the material breach of this Agreement by the Company; or (d) a material change in the geographic location at which the Executive provides services to the Company. "Good Reason Process" shall mean means that (i) the Executive reasonably determines in good faith that a "Good Reason" event condition has occurred; (ii) the Executive notifies the Company in writing of the first occurrence of the Good Reason event condition within 60 sixty (60) days of the first occurrence of such occurrence; condition; (iii) the Executive reasonably cooperates in good faith with the Company's efforts efforts, for a period not less than thirty (30) days following such notice (the "Cure Period"), to promptly remedy the condition; (iv) notwithstanding such efforts, the Good Reason event condition continues to exist; and (v) the Executive terminates his employment within 60 sixty (60) days after the end of the Cure Period. If the Company cures the Good Reason event condition during the Cure Period, Good Reason shall be deemed not to have occurred. View More
Found in Braeburn Pharmaceuticals, Inc. contract
Good Reason. That Executive has complied with the "Good Reason Process" (hereinafter defined) following the occurrence of any of the following events: (a) a 1 Exhibit 10.2 - Erik Wiik Severance Agreement material diminution or other material adverse change, not consented to by Executive, in the nature or scope of Executive's responsibilities, authorities, powers, functions or duties; (b) Co) an involuntary material reduction in Executive's Base Salary except for across-the-board reductions similarly... affecting all or substantially all management employees; (c) a material breach of this Agreement by the Company; or (d) a material change in the geographic location at which the Executive provides services to the Company. Company, "Good Reason Process" shall mean that (i) Executive reasonably determines in good faith that a "Good Reason" event has occurred; (ii) Executive notifies the Company in writing of the occurrence of the Good Reason event within 60 days of such occurrence; (iii) Executive reasonably cooperates in good faith with the Company's Company' s efforts following such notice (the "Cure Period"), to promptly remedy the condition; (iv) notwithstanding such efforts, the Good Reason event continues to exist; and (v) the Executive terminates his employment within 60 days after the end of the Cure Period. If the Company cures the Good Reason event during the Cure Period, Good Reason shall be deemed not to have occurred. occurred View More
Found in CIRCOR International, Inc. contract
View Variations (2)
Good Reason. The occurrence of any of the following without Executive's prior written consent: (i) the removal of Executive as Sr. Vice President of Finance of the Company, assignment to Executive of any duties or responsibilities materially inconsistent with Executive's position, including any material diminution of Executive's status, title, authority, duties or responsibilities or any other action that results in a material diminution in such status, title, authority, duties or responsibilities; (ii) the... requirement that Executive report within a management structure that adds a layer of management between Executive and the CEO; (iii) the requirement that Executive relocate Executive's principal place of employment to a location that is farther than twenty-five (25) miles from the Company's current principal place of business; (iv) the reduction by five percent (5%) or more of Executive's base salary or the reduction by five percent (5%) or more of the aggregate of Executive's base salary and Incentive Compensation target cumulatively during any one year period, without Executive's consent, or any action that materially adversely affects Executive's overall compensation and benefits package, provided that the Company may change the benefits package if those changes are made on a non-discriminatory basis for all employees who participate in the benefits plans available to Executive; or (v) the failure of the Company to pay to Executive any portion or installment of any salary, Incentive Compensation or deferred compensation within fourteen (14) days of the date such compensation is due View More
Found in EVOLVING SYSTEMS INC contract
Good Reason. The occurrence of any of the following without Executive's prior written consent: (i) the removal of Executive as Sr. Senior Vice President of Finance of the Company, assignment to Executive of any duties or responsibilities materially inconsistent with Executive's position, including any material diminution of Executive's status, title, authority, duties or responsibilities or any other action that results in a material diminution in such status, title, authority, duties or responsibilities;... (ii) the requirement that Executive report within a management structure that adds a layer of management between Executive and the CEO; CEO or CFO; (iii) the requirement that Executive relocate Executive's principal place of employment to work regularly from a location that is farther than twenty-five (25) fifty (50) miles from the Company's current principal place of business; Executive's home office address 810 Orienta Avenue, Mamaroneck, NY 10543; (iv) the reduction by five percent (5%) or more of Executive's base salary or the reduction by five percent (5%) or more of the aggregate of Executive's base salary and Incentive Compensation target cumulatively during any one year period, without Executive's consent, or any action that materially adversely affects Executive's overall compensation and benefits package, provided that the Company may change the benefits package if those changes are made on a non-discriminatory non- discriminatory basis for all employees who participate in the benefits plans available to Executive; or (v) the failure of the Company to pay to Executive any portion or installment of any salary, Incentive Compensation or deferred compensation within fourteen (14) days of the date such compensation is due View More
Found in EVOLVING SYSTEMS INC contract
Good Reason. The occurrence of any of the following without Executive's prior written consent: (i) the removal of Executive as Sr. Senior Vice President of Finance of the Company, assignment to Executive of any duties or responsibilities materially inconsistent with Executive's position, including any material diminution of Executive's status, title, authority, duties or responsibilities or any other action that results in a material diminution in such status, title, authority, duties or responsibilities;... (ii) the requirement that Executive report within a management structure that adds a layer of management between Executive and the CEO; CEO or CFO; (iii) the requirement that Executive relocate Executive's principal place of employment to work regularly from a location that is farther than twenty-five (25) seventy five miles from the Company's current principal place of business; Executive's home address 44 Lakeview Drive, Monroe, NY 10950; (iv) the reduction by five percent (5%) or more of Executive's base salary or the reduction by five percent (5%) or more of the aggregate of Executive's base salary and Incentive Compensation target cumulatively during any one year period, without Executive's consent, or any action that materially adversely affects Executive's overall compensation and benefits package, provided that the Company may change the benefits package if those changes are made on a non-discriminatory basis for all employees who participate in the benefits plans available to Executive; or (v) the failure of the Company to pay to Executive any portion or installment of any salary, Incentive Compensation or deferred compensation within fourteen (14) days of the date such compensation is due View More
Found in EVOLVING SYSTEMS INC contract
View Variations (2)
Good Reason. The meaning given that term in the Grantee's existing Change in Control Agreement with the Company as in effect on the Grant Date
Found in Aqua America contract
Good Reason. The meaning given that term in the Grantee's existing Change in Control Agreement with the Company as in effect on the Grant Date
Found in Aqua America contract
Good Reason. The meaning given that term in the Grantee's existing Change in Control Agreement with the Company as in effect on the Grant Date
Found in Aqua America contract
View Variations (2)
Good Reason. A resignation for "Good Reason" is defined as the resignation by Executive within thirty (30) days following the end of the Cure Period (defined below), if any of the following events occur without Executive's express written consent following a Change of Control: (i) the Company reduces the amount of the Base Salary, other than pursuant to a reduction that also is applied to substantially all other executives of the Company, (ii) the Company fails to pay the Base Salary or other benefits... required to be provided by the Company hereunder, (iii) the Company materially reduces Executive's core functions, duties or responsibilities in a manner that constitutes a demotion, or (iv) any change of Executive's principal office location to a location more than thirty (30) miles from the Company's office at 1018 West 8th Avenue, King of Prussia, PA; provided, however, that Executive must provide written notice to the Company of the condition that could constitute "Good Reason" within thirty (30) days of the initial existence of such condition and such condition must not have been remedied by the Company within thirty (30) days of such written notice (the "Cure Period"). View More
Found in TREVENA INC contract
Good Reason. A resignation for "Good Reason" is defined as the resignation by Executive Employee within thirty (30) days following the end of the Cure Period (defined below), if any of the following events occur without Executive's Employee's express written consent following a Change of Control: (i) the Company reduces the amount of the Base Salary, other than pursuant to a reduction that also is applied to substantially all other executives employees of the Company, (ii) the Company fails to pay the Base... Salary or other benefits required to be provided by the Company hereunder, (iii) the Company materially reduces Executive's Employee's core functions, duties or responsibilities in a manner that constitutes a demotion, or (iv) any change of Executive's Employee's principal office location to a location more than thirty (30) miles from the Company's office at 1018 West 8th Avenue, King of Prussia, PA; provided, however, that Executive Employee must provide written notice to the Company of the condition that could constitute "Good Reason" within thirty (30) days of the initial existence of such condition and such condition must not have been remedied by the Company within thirty (30) days of such written notice (the "Cure Period"). View More
Found in TREVENA INC contract
Good Reason. A resignation for "Good Reason" is defined as the resignation by Executive within thirty (30) days following the end of the Cure Period 7 (defined below), if any of the following events occur without Executive's express written consent following a Change of Control: consent: (i) the Company reduces the amount of the Base Salary, other than pursuant to a reduction that also is applied to substantially all other executives of the Company, (ii) the Company fails to pay the Base Salary or other... benefits required to be provided by the Company hereunder, (iii) the Company materially reduces Executive's core functions, duties or responsibilities in a manner that constitutes a demotion, or (iv) any change of Executive's principal office location to a location more than thirty (30) miles from the Company's office at 1018 West 8th Avenue, King of Prussia, 955 Chesterbrook Boulevard, Suite 110, Chesterbrook, PA; provided, however, that Executive must provide written notice to the Company of the condition that could constitute "Good Reason" within thirty (30) days of the initial existence of such condition and such condition must not have been remedied by the Company within thirty (30) days of such written notice (the "Cure Period"). View More
Found in TREVENA INC contract
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