Good Reason

Good Reason. A reduction by the Company in Executive's base compensation (base salary and target bonus) as in effect immediately prior to such reduction

Good Reason. (i) a material reduction in Executive's duties that is inconsistent with Executive's position as Chief Executive Officer of Employer or a change in Executive's reporting relationship such that Executive no longer reports directly to the Board of Directors; (ii) Executive is no longer the Chief Executive Officer of Employer; (iii) any reduction in Executive's annual base salary or bonus compensation (other than in connection with a general decrease in the salary or bonuses for other employees of... Employer) without Executive's consent; (iv) material breach by Employer of any of its obligations hereunder after providing Employer with written notice and an opportunity to cure within seven (7) days; or (v) a requirement by Employer that Executive relocate Employer's principal office to a facility more than 40 miles from Employer's current principal office. View More

Good Reason. Is defined as: (1) a material diminution in the employee's base compensation; (2) a material diminution in the employee's authority, duties, or responsibilities, provided that a change in scope solely as a result of the Company becoming a subsidiary of another corporation (including a publicly-traded corporation) will not constitute Good Reason; (3) a material change in the geographic location at which the Officer must perform the services; or (4) any other action or inaction that constitutes a... material breach by the Company of any agreement under which the employee provides services. In order to establish a "Good Reason" for terminating employment, an employee must provide written notice to the Company of the existence of the condition giving rise to the Good Reason, which notice must be provided within 90 days of the initial existence of such condition, the Company must fail to cure the condition within 30 days thereafter, and an employee's termination of employment must occur no later than one year following the initial existence of the condition giving rise to Good Reason. View More

Good Reason. Shall mean, without the written consent of the Executive, any one or more of the following: (i) the Company reduces the amount of the Executive's base salary or cash bonus opportunity (it being understood that the Board shall have discretion to set the Company's and the Executive's personal performance targets to which the cash bonus will be tied), (ii) the Company adversely changes the Executive's reporting responsibilities, titles or office as in effect as of the date hereof or reduces... his/her position, authority, duties, responsibilities or status materially inconsistent with the positions, authority, duties, responsibilities or status the Executive then holds, (iii) any successor to the Company in any merger, consolidation or transfer of assets, as described in Section 9, does not expressly assume any material obligation of the Company to the Executive under any agreement or plan pursuant to which the Executive receives benefits or rights, or (iv) the Company changes the Executive's place of work to a location more than fifty (50) miles from the Executive's present place of work; provided, however, that the occurrence of any such condition shall not constitute Good Reason unless (A) the Executive provides written notice to the Company of the existence of such condition not later than 60 days after the Executive knows or reasonably should know of the existence of such condition, (B) the Company shall have failed to remedy such condition within 30 days after receipt of such notice and (C) the Executive resigns due to the existence of such condition within 60 days after the expiration of the remedial period described in clause (B) hereof. View More

Good Reason. The occurrence of any of the following conditions following a Change of Control, in each case occurring without the Eligible Participant's consent and as to which (x) the Eligible Participant gives the Company notice within ninety (90) days of its first existence or occurrence of any or any combination of the eligibility conditions specified below, and (y) the Company fails to cure the eligibility condition(s) within thirty (30) days of receiving such notice: (a) a material diminution in the... Eligible Participant's authority, duties and responsibilities; (b) a material diminution in the Eligible Participant's total target cash compensation unless such material diminution is in connection with a proportional reduction in compensation for all or substantially all of the Company's employees who are similarly situated; (c) the relocation of the Eligible Participant's work place for the Company to a location more than 60 miles from the location of the work place prior to the Change of Control; or (d) any other action or inaction that constitutes a material breach by the Eligible Participant's employer of the agreement, if any, under which the Eligible Participant is then providing services. View More

Good Reason. The occurrence of any of the following, if not cured and corrected by the Company, its successor, or any entity continuing the Director's service as a member of the Board following a Change in Control, within 30 business days after written notice thereof by the Director to the Company or its successor: (i) any material reduction in the Director's annual director fees (retainer and meeting fees) as compared to the Director's fees or total compensation in effect immediately prior to such... reduction; or (ii) a substantial diminution in the Director's duties and responsibilities (other than a change due to the Director's disability or as an accommodation under the American with Disabilities Act) View More

Good Reason. The occurrence of any of the following, if not cured and corrected by the Company, its successor, or any entity continuing the Executive's employment following a Change in Control, within 30 business days after written notice thereof by the Executive to the Company or its successor: (i) any material reduction in the Executive's annual Base Salary as compared to the Executive's Base Salary in effect immediately prior to such reduction; (ii) without the Executive's express written consent, any... relocation of the Executive's primary place of employment to an office that is located more 50 miles from the location of the Executive's primary place of employment as of the effective date of this Agreement (except for required travel on the Company's business to an extent substantially consistent with his present business travel obligations); or (iii) a substantial diminution in the Executive's duties and responsibilities (other than a change due to the Executive's disability or as an accommodation under the American with Disabilities Act) View More

Good Reason. For termination by Employee of Employer's employment means the occurrence (without Employee's express written consent) of any one of the following acts by the Employer or failures by the Employer to act. (i) the assignment to Employee of any duties inconsistent in any material respect with those of the office to which the Employee is assigned pursuant to section 4 hereof (including status, office, title and reporting requirements), or any other diminution in any material respect in such... position, authority, duties, or responsibilities unless agreed to by Employee. (ii) a reduction in base salary; (iii) a reduction in Employee's welfare benefits plan, qualified retirement plan, or paid time off benefit, other than a reduction as a result of a general change in any such plan; or (iv) any purported termination of Employee's employment under this Agreement by the Employer other than for Cause, death or Disability. Prior to Employee's right to terminate this Agreement, he shall give written notice to the Employer of his intention to terminate his employment on account of Good Reason. Such notice shall state in detail the particular act or acts of the failure or failures to act that constitute the grounds on which Executive's good Reason termination is based and such notice shall be given within six (6) months of the occurrence of the act or acts or the failure to act which constitute the grounds for Good Reason. The Employer shall have thirty (30) days upon receipt of this notice in which to cure such conduct, to the extent such cure is possible and reasonable. 9 However, in the event of a termination by Employer of the employment of the Employee other than "For Cause", the Employer shall (i) pay to the Employee a severance payment equal to one (1) year of Employee's base salary then in effect, plus (ii) continue Employee's family health insurance coverage under Employer's group plan, at the same premium cost to Employee as was in effect on the date of termination, until the earlier of (x) one (1) year following such termination other than "For Cause," or (y) the date Employee is covered under a health insurance policy through a subsequent employer. View More

Good Reason. Has the same meaning as under the Executive Severance Agreement between the Participant and the Company or, if the Participant is not party to an Executive Severance Agreement with the Company, means a material diminishment of his or her job responsibilities or duties, or base compensation.

Good Reason. As such term is defined in the Employment Agreement