Good Reason

Good Reason. Exist if: (i) there is a material diminution in the nature or the scope of Officer's authority and responsibilities; (ii) there is a material diminution in Officer's rate of base salary or overall compensation (for reasons other than Company performance or stock price); (iii) the Company changes the principal location in which Officer is required to perform services outside a twenty (20) mile radius of such location without Officer's consent; or (iv) the Company engages in any other action or... inaction that constitutes a material breach of this Agreement by the Company. View More

Good Reason. Shall mean, unless otherwise defined in the applicable Award certificate or agreement, (i) to the extent that there is an employment, severance or other agreement governing the relationship between the Participant and the Company or an Affiliate, which agreement contains a definition of "Good Reason," Good Reason shall consist of those acts or omissions that would constitute "Good Reason" under such agreement; and (ii) to the extent that there is no such agreement as provided for in clause (i)... above, any one or more of the following: (1) a material diminution of the Participant's duties and responsibilities; (2) a failure to pay compensation when due; or (3) the relocation of the Participant's principal work location more than 50 miles from the prior principal work location; provided, however, that a termination by the Participant for Good Reason shall be effective only if, within 30 days following delivery of a written notice by the Participant to the Company or the applicable Affiliate that the Participant is terminating his or her employment for Good Reason and that reasonably identified the reason(s) for such termination, such notice to be given not later than 90 days after the occurrence of the event(s) claimed to constitute Good Reason, the Company or the Affiliate has failed to cure the circumstances giving rise to such Good Reason. View More

Good Reason. The occurrence of any of the following events, without the express written consent of the Employee, unless such events are fully corrected in all material respects by the Company within thirty (30) days following written notification thereof by the Employee to the Company: (i) a material diminution in the Employee's Base Salary and employee benefits package in the aggregate as in effect immediately prior to a Change in Control; (ii) a material diminution in the Employee's duties, authorities or... responsibilities (other than temporarily while physically or mentally incapacitated or as required by applicable law) as in effect immediately prior to a Change in Control; (iii) a relocation of the Employee's primary work location by more than fifty (50) miles from its location as in effect immediately prior to a Change in Control that also results in a material increase in the Employee's commuting distance; or (iv) a material breach of this Agreement by the Company. The Employee 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. Otherwise, any claim of such circumstances as "Good Reason" shall be deemed irrevocably waived by the Employee. View More

Good Reason. The occurrence of any of the following events after the Effective Time without your express written consent: (i) a material reduction of your duties or responsibilities, relative to your duties or responsibilities as in effect immediately following the Effective Time; provided, that (x) changes solely to your title, level, and reporting relationships (including, but not limited to, the number of your direct or indirect reports), or (y) your assignment to a position with substantially equivalent... duties and responsibilities, shall not, in either case, in and of itself, constitute a material reduction in your duties or responsibilities; (ii) a material decrease in your Base Salary; or (iii) the relocation of your principal location of work to a location that is in excess of thirty-five (35) miles from such location immediately prior to the Effective Time. Your termination shall not be considered to be for Good Reason unless (A) within ninety (90) days after the initial existence of the applicable event or condition that is purported to give rise to a basis for termination for Good Reason, you provide written notice of the existence of such event or condition to the Company, (B) such event or condition is not cured within thirty (30) days after the date of the written notice from you to the Company, and (C) you terminate employment no later than thirty (30) days after the expiration of the applicable cure period. View More

Good Reason. Without Executive's express written consent, the occurrence of any one or more of the following: (i) a substantial and material diminution in Executive's duties or responsibilities; (ii) a material reduction in Executive's Base Salary; or (iii) the relocation of Executive's principal place of employment to a location more than 50 miles from Executive's principal work location to a location that is more than 50 miles from the prior location. A termination of employment by Executive for Good... Reason shall be effectuated by giving the Company written notice ("Notice of Termination for Good Reason"), not later than 90 days following the occurrence of the circumstance that constitutes Good Reason, setting forth in reasonable detail the specific conduct of the Company that constitutes Good Reason and the specific provision(s) of this Agreement on which Executive relied. The Company shall be entitled, during the 30-day period following receipt of a Notice of Termination for Good Reason, to cure the circumstances that gave rise to Good Reason, provided that the Company shall be entitled to waive its right to cure or reduce the cure period by delivery of written notice to that effect to Executive (such 30-day or shorter period, the "Cure Period"). If, during the Cure Period, such circumstance is remedied, Executive will not be permitted to terminate employment for Good Reason as a result of such circumstance. If, at the end of the Cure Period, the circumstance that constitutes Good Reason has not been remedied, Executive shall terminate employment for Good Reason on the date of expiration of the Cure Period. View More

Good Reason. Shall mean "good reason" as defined in any written employment or consulting agreement between you and the Company or any of its Subsidiaries in effect at the time of your termination of employment or service or, in the absence of any such employment or consulting agreement, shall mean the occurrence of any of the following events, without your written consent: (i) a material diminution in your base salary or base rate of pay or (ii) the involuntary relocation of the geographic location of your... principal place of employment or service by more than 50 miles from the location of your principal place of employment or service as of the Date of Grant. Notwithstanding the foregoing, any assertion by you of a termination of employment or service for Good Reason shall not be effective unless all of the following requirements are satisfied: (1) the condition described in clause (i) or (ii) above giving rise to your termination of employment or service must have arisen without your consent; (2) you must provide written notice to the Company of such condition in accordance with Section 11 within 30 days of the initial existence of the condition; (3) the condition specified in such notice must remain uncorrected for 30 days after receipt of such notice by the Company (the "cure period"); and (4) your termination of employment or service must occur within 30 days after the end of the cure period. If you do not provide the notice described in clause (2) above, or if the Company corrects the event during the cure period as described in clause (3) above, or you do not terminate employment or service as described in clause (4) above, then the event shall not constitute Good Reason. View More

Good Reason. With respect to the termination of employment by Employee, one or more of the following occurrences: (i) a material adverse change in the nature or scope of Employee's responsibilities; (ii) a reduction in Employee's salary rate or target bonus; (iii) a reduction of ten percent (10%) or more in the aggregate benefits provided to Employee and his or her dependents under ZS Pharma's employee benefit plans; (iv) relocation of Employee at ZS Pharma's request further than twenty-five (25) miles from... Employee's current location; or (v) failure by ZS Pharma to obtain the assumption agreement from any successor as contemplated in Section 9(a). Notwithstanding the foregoing, any assertion by Employee of a termination of employment or service for Good Reason shall not be effective unless all of the following requirements are satisfied: (1) the condition described in clause (i), (ii), (iii) or (iv) above giving rise to Employee's termination of employment or service must have arisen without Employee's consent; (2) Employee must provide written notice to the Company of such condition in accordance with Section 8 within 30 days of the initial existence of the condition; (3) the condition specified in such notice must remain uncorrected for 30 days after receipt of such notice by the Company ("cure period"); and (4) Employee's termination of employment or service must occur within 30 days after the end of the cure period. If Employee does not provide the notice described in clause (2) above, or if the Company corrects the event during the cure period as described in clause (3) above, or Employee does not terminate employment or service as described in clause (4) above, then the event shall not constitute Good Reason View More

Good Reason. The Participant's employment agreement with the Company; and if no such agreement or definition exists, "Good Reason" shall not apply to the Participant unless otherwise specified in an Award Agreement.

Good Reason. Is defined in the Severance Agreement.

Good Reason. Means any of the following: (A) a material reduction in Executive's salary (other than as part of a broad salary reduction program instituted because Avago is in financial distress); (B) a substantial reduction in Executive's duties and responsibilities; (C) the elimination or reduction of Executive's eligibility to participate in Avago's benefit programs that is inconsistent with the eligibility of executive employees of Avago to participate therein; (D) Avago informs Executive of its... intention to transfer Executive's primary workplace to a location that is more than 50 miles from the location of Executive's primary workplace as of such date; (E) Avago's material breach of this Agreement that is not cured within sixty (60) days written notice thereof; and (F) any serious chronic mental or physical illness of Executive or a member of Executive's family that requires Executive to terminate Executive's employment because of substantial interference with Executive's duties at Avago; provided, that at Avago's request Executive shall provide Avago with a written physician's statement confirming the existence of such mental or physical illness. Notwithstanding the foregoing, Executive shall not be deemed to have "Good Reason" under this Agreement unless Executive provides written notice to Avago of the event or condition giving rise to Good Reason within ninety (90) days after its initial occurrence, such event or condition continues to exist on the thirtieth (30th) day following Avago's receipt of such notice (the "Cure Period") and Executive's resignation is effective within sixty (60) days following the end of the Cure Period. View More