Good Reason

Good Reason. A Covered Employee's resignation that is effective within ninety (90) days following the expiration of any cure period (as discussed below) following the occurrence of one or more of the following, without such Covered Employee's express consent: (i) a material diminution of a Covered Employee's annual base salary or target annual performance bonus; (ii) a material diminution in a Covered Employee's authority, duties or responsibilities; or (iii) a material negative change in geographic... location at which a Covered Employee must perform services (that is, such Covered Employee's relocation to a location more than fifty (50) miles from his or her then present location). A Covered Employee may not resign for Good Reason without first providing the Company with written notice within ninety (90) days of the first occurrence of the event that such Covered Employee believes constitutes "Good Reason" specifically identifying the acts or omissions constituting the grounds for Good Reason and a cure period of thirty (30) days during which the event is not cured. View More

Good Reason. Means resignation or other termination of employment or other services to the Company within ninety (90) days following (A) a material breach by Company of the terms and provisions of any written agreement between the Company and Executive (which the Company fails to cure within ten (10) days after written notice thereof from Executive), (B) a material diminution of the authority or responsibility of Executive, or (iii) an involuntary relocation of where Executive performs his principal duties... hereunder to a new location that increases Executive's commute by more than fifty (50) miles (crow's miles) beyond his commute at the time of the grant of the RSUs. View More

Good Reason. With respect to any Service Provider, "Good Reason" as defined under any agreement for services entered into with any of the Partnership Entities that is in effect on the date of the Service Provider's separation from service, or, if the Service Provider does not have a service-related agreement with any of the Partnership Entities, or if such term is not defined therein, then Good Reason shall exist in the event of, without the Service Provider's consent: (A) with respect to the Service... Provider, a material breach by any Partnership Entity of any of its material covenants or obligations under this Agreement, the Plan or any agreement between the Service Provider (in his or her capacity as a director or other service provider) and any Partnership Entity; or (B) the failure of a Partnership Entity to pay or cause to be paid the Service Provider's fees or other compensation when due; provided, that prior to the Service Provider's separation from service for Good Reason under clauses (A) and (B) above, the Service Provider must give written notice to General Partner of any such event that constitutes Good Reason within twenty (20) days of the occurrence of such event and such event must remain uncorrected for thirty (30) days following receipt of such written notice; and provided, further, that any termination due to Good Reason must occur no later than sixty (60) days after the occurrence of the event giving rise to Good Reason. View More

Good Reason. The term "Good Reason" shall have the same meaning ascribed to such term in any employment or severance agreement then in effect between Executive and the Company or one of its subsidiaries or, if no such agreement containing a definition of "Good Reason" is then in effect, shall mean (i) a change by the Company or NMH in Executive's duties and responsibilities which is materially inconsistent with Executive's position in the Company or in NMH, (ii) a reduction in Executive's annual base salary... or annual bonus opportunity (excluding any reduction in Executive's salary or bonus opportunity that is part of a plan to reduce compensation of comparably situated employees of the Company generally; provided that such reduction in Executive's salary or bonus opportunity is not greater than ten percent (10%) of Executive's salary or bonus opportunity as in effect on June 29, 2006), (iii) a material breach by the Company of the employment agreement, if any, between Executive and the Company or one of its subsidiaries, and (iv) the relocation of the Executive's principal place of work from its current location to a location that is beyond a 50-mile radius of such current location; provided that, notwithstanding anything to the contrary in the foregoing, Executive shall only have "Good Reason" to terminate employment following the Company's failure to remedy the act or omission which is alleged to constitute "Good Reason" within fifteen (15) days following the Company's receipt of written notice from Executive specifying such act or omission. View More

Good Reason. Shall mean the Optionee's resignation from employment or other engagement with the Company and its Affiliates if and to the extent such resignation satisfies the terms and conditions of the definition of "Good Reason" or similar term of like import, if any, set forth in the Optionee's employment or other service agreement, if any, in effect as of the time of the Optionee's termination of employment or other engagement with the Company and its Affiliates.

Good Reason. The occurrence of any one of the following conditions with respect to you without your prior written consent: (i) a material diminution in your base salary; (ii) a significant diminution of your position, responsibilities or duties; or (iii) a material change in geographic location at which you must perform services on behalf of the Company (for this purpose, a change in any such location will be considered material only if it increases your current one-way commute by more than fifty (50)... miles). Notwithstanding the foregoing, you will not be deemed to have Good Reason unless: (x) you provide the Company with written notice of the event or condition giving rise to Good Reason within ninety (90) days following the initial occurrence thereof; (y) the Company does not reverse or otherwise cure the event or condition within thirty (30) days of receiving that written notice; and (z) you resign your employment within thirty (30) days following the expiration of such cure period View More

Good Reason. The occurrence of any of the following events without the Executive's written consent: (i) a material adverse change in the Executive's title, position, duties, authorities and responsibilities; (ii) a material reduction in the Executive's annual base salary or bonus opportunity; (iii) a material reduction in the aggregate health and welfare benefits provided to the Executive pursuant to the health and welfare plans, programs and arrangements in which the Executive is eligible to participate... (or, if greater, a material reduction in the aggregate health and welfare benefits provided to the Executive pursuant to the health and welfare plans, programs and arrangements in which the Executive was eligible to participate immediately prior to a Change in Control); or (iv) relocation of the Executive's primary work location by more than 50 miles from its then current location. A termination for Good Reason will not occur unless: (x) the Executive provides the Company with a written notice detailing the specific circumstances alleged to constitute Good Reason within 90 days after the first occurrence of such circumstances, (y) the Company fails to cure such Good Reason event(s) within 30 days following receipt of such notice to cure such circumstances in all material respects, and (z) following the Company's failure to cure during the 30-day cure period, the Executive terminates employment no later than 90 days after the expiration of such period. View More

Good Reason. Means Executive's resignation within 90 days following the expiration of any Company cure period (discussed below) following the occurrence of one or more of the following, without Executive's express written consent: (i) a material diminution in Executive's title, duties, authority, reporting position or responsibilities measured in the aggregate; or (ii) a material reduction of Executive's base compensation (in other words, a material reduction in Executive's base salary or target bonus... opportunity) as in effect immediately prior to such reduction, other than reductions implemented as part of an overall Company-wide reduction program that is applied similarly to all executive officers and is no more than 20%; or (iii) a material change in the geographic location at which Executive must perform services (in other words, Executive's relocation to a facility or an office location more than a seventy-five (75)-mile radius from Executive's then current location); or (iv) a material breach by the Company of a material provision of any material agreement between Executive and the Company. Notwithstanding the foregoing, Executive agrees not to resign for Good Reason without first providing the Company with written notice of the acts or omissions constituting the grounds for Good Reason within ninety (90) days of the initial existence of the grounds for Good Reason and a reasonable cure period of thirty (30) days following the date of such notice. View More

Good Reason. That the Executive terminated his employment because, within the six-month period preceding the Executive's termination, one or more of the following conditions arose and the Executive notified the Company of such condition within 90 days of its occurrence and the Company did not remedy such condition within 30 days

Good Reason. Shall have the meaning ascribed to such term in the Severance Plan Terms when the Severance Plan Terms are applicable and in the CIC Agreement when the CIC Agreement is applicable.