Good Reason

Good Reason. (b) "Good Reason" shall be deemed to exist if, without the Executive's consent: (i) there is a material diminution in the duties, responsibilities, or authority, or reporting relationship of the Executive to whom the Executive reports and under whose direction the Executive is subject; (ii) the Company or an affiliate requires the Executive to move the Executive's principal business location as of the Effective Date to another location, and the distance between the Executive's former residence... and new principal business location is at least seventy-five (75) miles greater than the distance between the Executive's residence and former principal business location; or (iii) there is a reduction in the Executive's then Base Salary or annual cash performance bonus target amount, other than a reduction which is part of a general cost reduction affecting at least ninety percent (90%) of similarly situated employees and which does not exceed ten percent (10%) of the Executive's then Base Salary and annual cash performance bonus target amount in the aggregate when combined with any such prior reductions. In each such case of Good Reason, the Executive shall provide the Company with written notice of the grounds for a Good Reason termination, and the Company shall have a period of thirty (30) days to cure 8 after receipt of the written notice (the "Cure Period"). Resignation by the Executive following the Company's cure or before the expiration of the Cure Period shall constitute a voluntary resignation and not a termination or resignation for Good Reason. If the alleged Good Reason event has not been cured at the end of the Cure Period, the Participant's termination of employment for Good Reason will be effective on the first business day following the last day of the Cure Period. View More

Good Reason. Any one or more of the following events, absent the written consent of Employee or his approval of such event in his capacity as [insert title]: (i) a substantial reduction in the Employee's duties, status, or reporting structure, in either case by reference to the position held by the Employee on the Effective Date; (ii) a relocation of the Employee's assigned office more than fifty (50) miles from its then-current location; (iii) any material decrease in the Employee's Base Salary, other than... as part of a reduction (not exceeding twenty-five percent) that equitably applies to all of the Company's executive officers; (iv) a material breach of this Agreement by the Company; provided, however, that an event that is or would constitute grounds for a resignation for Good Reason shall not constitute such grounds for a resignation for Good Reason unless (i) Employee first notifies the Company's Board of Directors in writing of the event(s) within ninety (90) days after the initial occurrence of the event, (ii) the Company does not cure such event(s) within thirty (30) days after its receipt of the Employee's written notice, and (iii) the Employee does not terminate his employment within thirty (30) days after the expiration of the cure period. For purposes of determining whether to make a Full Payment or a Reduced Payment, the Company shall cause to be taken into account all applicable federal, state and local income and employment taxes and the Excise Tax (all computed at the highest applicable marginal rate, net of the maximum reduction in federal income taxes which could be obtained from a deduction of such state and local taxes). If a Reduced Payment is made, (x) Employee shall have no rights to any additional payments and/or benefits constituting the Transaction Payment, and (y) reduction in payments and/or benefits shall occur in the manner that results in the greatest economic benefit to Employee as determined in this paragraph. If more than one method of reduction will result in the same economic benefit, the portions of the Transaction Payment shall be reduced pro rata. Unless Employee and the Company otherwise agree in writing, any determination required under this paragraph shall be made in writing by the Company's independent public accountants (the "Accountants"), whose determination shall be conclusive and binding upon Employee and the Company for all purposes. For purposes of making the calculations required by this paragraph, the Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the Code. Employee and the Company shall furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this paragraph. The Company shall bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this paragraph as well as any costs incurred by Employee with the Accountants for tax planning under Sections 280G and 4999 of the Code. View More

Good Reason. The term "Good Reason" shall have the meaning set forth in any employment, consulting or similar agreement between the Participant and the Company or an Affiliate in effect on the Termination Date or any severance plan of the Company or any of its Subsidiaries in which the Participant participates, if any.

Good Reason. Shall exist if, without Executive's written consent: (i) there is a material change in the nature or the scope of Executive's authority or duties; (ii) Executive is required to report (A) to an officer with a materially lesser position or title than the officer to whom Executive reported on the date of the Change in Control, if Executive is not the Chief Executive Officer of Employer, or (B) to other than the entire Board, if Executive is the Chief Executive Officer of Employer; (iii) there is... a material reduction in Executive's rate of base salary; (iv) Employer changes by fifty (50) miles or more the principal location in which Executive is required to perform services; (v) Employer terminates or materially amends, or terminates or materially restricts Executive's participation in, any Incentive Plan or Retirement Plan so that, when considered in the aggregate with any substitute Plan or Plans, the Incentive Plans and Retirement Plans in which he is participating materially fail to provide him with a level of benefits provided in the aggregate by such Incentive Plans or Retirement Plans prior to such termination or amendment, but expressly excluding any reduction in benefits that is both applicable equally to all senior executives of Employer who participate in the affected Incentive Plan(s) or Retirement Plan(s) and either (x) is made in connection with an extraordinary decline in Employer's earnings, share price, or public image, or (y) is undertaken in order to make such Incentive Plan(s) or Retirement Plan(s) consistent with the executive compensation programs of those companies with whom Employer competes for attracting/retaining executive talent; or (vi) Employer materially breaches the provisions of this Agreement. A termination of Executive's employment by Executive shall not be deemed to be for Good Reason unless (1) Executive gives notice to Employer of the existence of the event or condition constituting Good Reason within thirty (30) days after such event or condition initially occurs or exists; (2) the Employer fails to cure such event or condition within thirty (30) days after receiving such notice; and (3) Executive's "separation from service" within the meaning of Section 409A of the Code occurs not later than ninety (90) days after such event or condition initially occurs or exists (or, if earlier, the last day of the Term). View More

Good Reason. Means Executive's resignation 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 express written consent: (i) a material reduction in job duties, responsibilities and requirements inconsistent with Executive's position with the Company and Executive's prior duties, responsibilities and requirements in effect prior to such reduction, provided, however, that a reduction in job... duties, responsibilities and requirements by virtue of the Company being acquired and made part of a larger entity (as for example, when the Chief Executive Officer of the Company remains as such following a Change of Control but is not made the Chief Executive Officer of the acquiring corporation) will not constitute "Good Reason"; (ii) a material reduction of Executive's base salary (other than in connection with a general decrease in base salaries or target bonuses for most similarly-situated employees); or (iii) Executive's refusal to relocate the principal place for performance of Company duties to a location more than fifty (50) miles from the Company's then-present location. Executive's resignation will not be deemed to be for Good Reason unless Executive has first provided the Company with written notice of the acts or omissions constituting the grounds for "Good Reason" within ninety (60) days of the initial existence of the grounds for "Good Reason" and a reasonable cure period of not less than thirty (30) days following the date the Company receives such notice, and such condition has not been cured during such period. View More

Good Reason. The occurrence after a Change in Control of any of the following events or conditions: (i) a change in the Participant's status, title, position or responsibilities (including reporting responsibilities) which, in the Participant's reasonable judgment, represents an adverse change from the Participant's status, title, position or responsibilities as in effect immediately prior thereto, or the assignment to the Participant of any duties or responsibilities which, in the Participant's reasonable... judgment, are inconsistent with the Participant's status, title, position or responsibilities; or any removal of the Participant from or failure to reappoint or reelect the Participant to any of such offices or positions, except in connection with the termination of the Participant's employment for Disability, cause, as a result of the Participant's death or by the Participant other than for Good Reason; or (ii) a reduction in the Participant's annual base salary below the amount as in effect immediately prior to the Change in Control; or (iii) the relocation of the offices of the Participant's place of employment to a location more than fifteen (15) miles from the location of such employment immediately prior to such Change in Control, or requiring the Participant to be based anywhere other than such offices; or (iv) the failure to pay to the Participant any portion of the Participant's current compensation or to pay to the Participant any portion of an installment of deferred compensation under any deferred compensation program of the Company or any of its Subsidiaries in which the Participant participated, within seven (7) days of the date such compensation is due; or (v) the failure to (A) continue in effect (without reduction in benefit level, and/or reward opportunities) any material compensation or employee benefit plan in which the Participant was participating immediately prior to the Change in Control, unless a substitute or replacement plan has been implemented which provides substantially identical compensation or benefits to the Participant or (B) provide the Participant with compensation and benefits, in the aggregate, at least equal (in terms of benefit levels and/or reward opportunities) to those provided for under each other compensation or employee benefit plan, program and practice in which the Participant was participating immediately prior to the Change in Control. Any event or condition described in (i) – (v) which occurs at any time prior to the date of a Change in Control and (A) which occurred after the Company entered into a definitive agreement, the consummation of which would constitute a Change in Control or (B) which the Participant reasonably demonstrates was at the request of a third party who has indicated an intention or has taken steps reasonably calculated to effect a Change in Control, shall constitute Good Reason for purposes of this Plan, notwithstanding that it occurred prior to a Change in Control View More

Good Reason. Deemed to exist only if the Company shall fail to correct within 30 days after receipt of written notice from Purchaser specifying in reasonable detail the reasons Purchaser believes one of the following events or conditions has occurred (provided such notice is delivered by Purchaser no later than 30 days after the later of the date of the occurrence of the event or condition or the date that the Purchaser becomes aware of the initial existence of the occurrence of the event or condition): (1)... a material diminution of Purchaser's then current aggregate base salary (other than reductions that also affect other similarly situated employees proportionately) without Purchaser's prior written agreement; (2) the material diminution of Purchaser's authority, duties or responsibilities as an employee of the Company without Purchaser's prior written agreement (except that change in title by itself shall not constitute Good Reason); or (3) the relocation of Purchaser's position with the Company to a location that is greater than 50 miles from Purchaser's current principal place of employment with the Company, unless such relocation results in a shorter commute from Purchaser's principal place of residence, without Purchaser's prior written agreement, provided that in all events the termination of Purchaser's service with the Company shall not be treated as a termination for "Good Reason" unless such termination occurs not more than six (6) months following the date of notice of the initial existence of the occurrence of the event or condition claimed to constitute "Good Reason." View More

Good Reason. (f) "Good Reason" has the meaning set forth in the executive employment agreement between the Optionee and the Company as in effect at the time of the termination of the Optionee's Employment.

Good Reason. (1) the failure of the Company to pay or cause to be paid such Employee's Base Salary or annual bonus, when due; or (2) any act taken by the Company that results in any material and sustained diminution in such Employee's authority or responsibilities from those that are consistent with his title: provided, that any event described in clauses (1) or (2) above shall constitute Good Reason only if the Company fails to cure such event within thirty (30) days of receipt from the Employee of written... notice of the event which such Employee believes constitutes Good Reason; provided, further, that "Good Reason" shall cease to exist for an event on the thirtieth (30th) day following the later of its occurrence or such person's knowledge thereof, unless such person has given the Company written notice thereof prior to such date. View More

Good Reason. Shall have the same meaning set forth in any current employment agreement that the Executive has with the Company or any of its subsidiaries.