Good Reason

Good Reason. A) a material and adverse change in the Executive's duties or responsibilities; provided that an assignment to the President if the duties of CEO are split between the CEO and the President or to the Chief Operating Officer shall not be a material and adverse change; b) a reduction in the Executive's Base Salary or target Annual Bonus percentage other than reductions that are equal in percentage and applicable to all executive vice presidents of the Company; c) breach by the Company of any... material provision of this Agreement; or d) relocation of Executive's principal place of employment by more than 50 miles from Executive's then current principal place of employment. provided, that the Executive must give notice of termination for Good Reason within 60 days of the occurrence of the first event giving rise to Good Reason. View More

Good Reason. Means, without the Executive's consent (i) a reduction in Executive's then current base salary or bonus at target, (ii) the Company's failure to make payments to the Executive when due pursuant to the terms of this Agreement, (iii) a substantial diminution of Executive's duties or responsibilities with Defco Holdings, Inc. ("Defco"); provided that neither the merger, sale or acquisition of business units, subsidiaries or assets, nor any similar corporate transaction, shall, by itself,... constitute a diminution of duties or responsibilities for purposes hereof or (iv), following a Change in Control, the failure of Defco (or any surviving entity in connection with a Change in Control or any Affiliate) to provide the Executive a long term incentive benefit with an aggregate value substantially not less favorable to the long term incentive benefit (including this Agreement and Class B-1 Interest) granted to the Executive by Defco or its Affiliates. Each of the foregoing events will cease to constitute Good Reason unless Executive gives Defco notice of Executive's intention to resign his position with Defco or its Subsidiaries within sixty (60) days after Executive's knowledge of the occurrence of such event, and Defco and its Subsidiaries shall have thirty (30) days from its receipt of such notice to cure any condition that constitutes Good Reason. View More

Good Reason. Shall exist in the event any of the following actions are taken without an Eligible Individual's consent: (i) such Eligible Individual's authority with Company or its Affiliates is, or such Eligible Individual's duties or responsibilities based on such Eligible Individual's job title or job description are, materially diminished relative to such Eligible Individual's authority, duties and responsibilities as in effect immediately prior to such change, provided, however, that in no event shall... removal of such Eligible Individual from the position of manager, director or officer of any direct or indirect Affiliate of the Company in connection with any corporate restructuring constitute Good Reason; (ii) a reduction in such Eligible Individual's annual base salary as in effect immediately prior to reduction in an amount of 10% or more; (iii) a relocation of such Eligible Individual's primary work location more than 50 miles away from the then-current primary work location; or (iv) any material breach by the Company of any provision of this Plan or other material agreement between the Company and the Eligible Individual. View More

Good Reason. Shall mean that any one or more of the following events have occurred without your written consent. This "Good Reason" definition and process is intended to comply with the safe harbor provided under Treasury Regulation Section 1.409A-1(n)(2)(ii) and shall be interpreted accordingly. (i) You have incurred a material diminution in your responsibilities, duties or authority; (ii) You have incurred a material diminution in your Base Salary; or (iii) A relocation of the Company's principal place... of business such that you are assigned to primarily work at a location that is more than 50 miles away from Berkeley, California. You may resign your employment from the Company for "Good Reason" within ninety (90) days after the date that any one of the "Good Reason" events described in subparts (i) through (iii) of Section 1(n) above has first occurred without your written consent. Your resignation for Good Reason will only be effective if the Company has not cured or remedied the Good Reason event within 30 days after its receipt of your written notice (such notice shall describe in detail the basis and underlying facts supporting your belief that a Good Reason event has occurred). Such notice of your intention to resign for Good Reason must be provided to the Company within 45 days of the initial existence of a Good Reason event. Failure to timely provide such written notice to the Company or failure to timely resign your employment for Good Reason means that you will be deemed to have consented to and waived the Good Reason event. If the Company does timely cure or remedy the Good Reason event, then you may either resign your employment without Good Reason or you may continue to remain employed on an at-will basis. View More

Good Reason. (A) a material breach of this Agreement by Holdings or the Company, (B) the requirement that Chairwoman relocate to a location which is outside the Denver metropolitan area; or (C) the Company's reduction of the Annual Fee during the Engagement Period (other than as provided in this Agreement); provided that to constitute "Good Reason," (x) Chairwoman must inform Holdings in writing of the event purporting to trigger Good Reason within thirty days of the initial occurrence of the event, (y)... Holdings must fail to cure such circumstances within the thirty-day period following receipt of written notice from Chairwoman and (z) Chairwoman must resign for Good Reason within the fifteen-day period following the expiration of Holdings thirty-day cure period. View More

Good Reason. Means, unless otherwise defined in a written employment agreement between you and the Company or its Affiliates in effect on the Grant Date, (i) a material reduction in your base salary, (ii) a material diminution in your duties, (iii) your being required to relocate to a principal place of employment more than fifty (50) miles from your current principal place of employment with the Company or its Affiliates (other than any relocation required in connection with a relocation of the Company's... corporate headquarters), (iv) a material breach by the Company or any of its Affiliates of any written agreement with you; which in the case of clauses (i), (ii), (iii), or (iv) hereof, is not cured by the Company or its Affiliates within ten (10) days of its receipt of written notice thereof from you specifying the particulars of the conduct constituting Good Reason; provided that you give such notice to the Company within thirty (30) days of the first occurrence of such event; otherwise, Good Reason shall be deemed waived with respect to such event. View More

Good Reason. Good Reason means any of the following that occur without the Employee's consent: (i) a material reduction of the Employee's Base Salary, excluding any reduction generally applicable to senior executives; (ii) a material reduction in the Employee's Target Incentive Compensation, excluding any reduction generally applicable to senior executives; (iii) a material reduction in the Employee's title, including for the avoidance of doubt, his current title being made less significant because of... the hiring of a new Chief Marketing Officer to whom he will be reporting; (iv) a material change in the Employee's reporting position such that Employee no longer reports to the same manager; (v) a material reduction in the Employee's duties or responsibilities; or (vi) requiring the Employee to relocate to a location more than thirty-five (35) miles from his or her then current office location, provided, however, that Good Reason shall not exist unless the Employee has provided the Company with written notice of the purported grounds for such Good Reason within six (6) months of its initial existence and such purported grounds, after good faith negotiations, are not cured within thirty (30) days of the Company's receipt of such written notice. View More

Good Reason. As defined in an employment agreement or offer letter between the Company or any of its Affiliates and the Participant, if any.

Good Reason. Executive shall have "Good Reason" to resign his employment within ninety (90) days after the occurrence of any of the following without his prior written consent: (i) A material diminution in the nature or scope of Executive's responsibilities, duties or authority; (ii) The Company's or Parent's material breach of this Agreement or other agreements with Executive which results in a significant adverse impact upon Executive; (iii) The relocation by the... Company of Executive's primary place of employment with the Company by more than 50 miles from Ronkonkoma, New York; (iv) The failure of the Company to obtain the assumption in writing delivered to Executive of its obligation to perform this Agreement by any successor to all or substantially all of the assets of the Company; or (v) The failure of the Company to timely pay to Executive any significant amounts due under the terms of this Agreement; in any case of the foregoing, that remains uncured after ten (10) business days after Executive has provided the Company written notice that Executive believes in good faith that such event giving rise to such claim of Good Reason has occurred. View More

Good Reason. Termination of employment by the Executive for Good Reason shall be deemed to have occurred only if the Executive terminates his or her employment and provides a Notice of Termination to the Company prior to such date for any of the following reasons: (i) a material change in the Executive's duties, responsibilities and status, or, in the event of a Change in Control, a material change in Executive's reporting responsibilities, titles or offices as in effect at the time of a Change in Control;... (ii) a material reduction in the Executive's then current base salary; (iii) material reduction in the value of the benefits provided to the Executive (other than those plans or improvements that have expired in accordance with their original terms); provided that Good Reason shall not exist to the extent such benefits are similarly reduced or eliminated with respect to similarly situated senior executives of the Company; (iv) after a Change in Control, the target bonus awarded by the Company's Compensation Committee to Executive under the Annual Executive Incentive Compensation Plan of the Company ("Incentive Plan") subsequent to a Change in Control is materially less than such amount last awarded to Executive prior to a Change in Control; (v) after a Change in Control, the sum of the Executive's base salary and amount paid to him or her as incentive compensation under the Incentive Plan for the calendar year in which the Change in Control occurs or any subsequent year is materially less than the sum of the Executive's base salary and the amount awarded (whether or not fully paid) to him or her as incentive compensation under the Incentive Plan for the calendar year prior to the Change in Control or any subsequent calendar year in which the sum of such amounts was materially greater; (vi) the relocation of the offices at which Executive is employed to a location more than 35 miles away or the Company requiring Executive to be based anywhere other than at a Company office within 35 miles of the offices at which the Executive is employed, except for required travel on Company business to an extent substantially consistent with Executive's position; (vii) any failure of the Company to comply with and satisfy Section 8; (viii) any purported termination of the Executive's employment by the Company which does not comply with Section 1(g) below. For the avoidance of doubt, such purported termination shall not be effective, but shall constitute Good Reason entitling the Executive to terminate his or her employment in accordance with this Section 1(f); provided, further, that the Executive must provide written notice to the Company of the existence of Good Reason no later than 90 days after its initial existence, the Company shall have a period of 30 days following its receipt of such written notice during which it may remedy in all material respects the Good Reason condition identified in such written notice, and the Executive must terminate employment no later than two (2) years following the initial existence of the Good Reason condition identified in such written notice. View More