Good Reason

Good Reason. Any of the following: (i) Parent's assignment to the Employee of duties materially and adversely inconsistent with, or a substantial adverse alteration in the nature of, the Employee's responsibilities in effect immediately prior to the Change in Control; (ii) a material reduction in either the Employee's salary or target annual bonus opportunity (if a target annual bonus opportunity has been established for the Employee) as each is in effect on the date of a Change in Control; (iii) Parent's... relocation of the Employee's primary place of employment to any place in excess of 50 miles from the Employee's place of employment immediately prior to the Change in Control without the Employee's written consent, except for reasonably required travel by the Employee on Parent's business; (iv) any material breach by Parent of any provision of this Agreement; or (v) any failure by Parent to obtain the assumption of this Agreement by any successor (by merger, consolidation or otherwise) or assign of Parent. Notwithstanding the foregoing, or any other provision of this Agreement to the contrary, any assertion by the Employee of a termination for Good Reason shall not be effective unless all of the following conditions are satisfied: (x) the Employee must provide written notice to Parent of the existence of such condition(s) within 60 days of the Employee's initial knowledge of the existence of such condition(s); (y) the condition(s) specified in such notice must remain uncorrected for 30 days following Parent's receipt of such written notice; and (z) the date of the Employee's termination of employment must occur within 90 days after the Employee's initial knowledge of the existence of the condition(s) specified in such notice. View More

Good Reason. Shall mean the occurrence of any of the following: (i) a material diminution in the Executive's title, position, duties or responsibilities (including reporting responsibilities), without his prior written consent, it being understood that a change in the Executive's title to Executive Chairman shall not constitute Good Reason so long as (I) Executive Chairman is a full-time executive employee position, (II) the Executive has duties and responsibilities that are consistent with those... customarily associated with the title of Executive Chairman and that are acceptable to the Executive, and (III) there is no reduction in any element of the Executive's compensation or benefits, (ii) a reduction of the Executive's Annual Base Salary or annual bonus opportunity without his prior written consent, (iii) Executive is not re-elected to the Board, (iv) the Company requires the Executive, without his prior written consent, to be based at any office or location that requires a relocation greater than 30 miles from Cleveland, Ohio, or (v) any material breach of this Agreement by the Company. In addition to the foregoing, the term "Good Reason" shall also be deemed to exist if the requirements of clauses (i) and (ii) below are met: (i) Any of the following events occurs: (A) There is a change in the Executive's title, position, duties or responsibilities (including reporting responsibilities) which does not represent a promotion from the title, position, duties or responsibilities that are provided for under this Agreement; (B) The Executive is assigned any duties or responsibilities which are inconsistent with his title, position, duties or responsibilities that are provided for under this Agreement; or (C) There is a reduction of the Executive's aggregate cash compensation (including bonus opportunities), or a change in Executive's benefits such that following such change, Executive's benefits are not substantially 3 comparable to those to which he was entitled immediately prior to such change, in each case without his prior written consent. (ii) The event described in clause (i) above occurs under any of the following circumstances: (A) Within the one year period following a Change in Control, (B) Prior to the date of a Change in Control, at the request of a third party who has indicated an intention or taken steps reasonably calculated to effect a Change in Control, or (C) Otherwise in connection with, or in anticipation of, a Change in Control which has been threatened or proposed View More

Good Reason. The occurrence of any one or more of the following conditions, unless agreed to by Executive in writing or as set forth below: (i) A material diminution in the Executive's base compensation; (ii) A material diminution in the Executive's authority, duties or responsibilities; (iii) A material diminution in the authority, duties, or responsibilities of the supervisor to whom the Executive is required to report, e.g., a requirement that the Executive report to a corporate officer or employee... instead of reporting directly to the board of directors of a corporation (or similar governing body with respect to an entity other than a corporation); (iv) A material diminution in the budget over which the Executive retains authority prior to such change; (v) A material change in the geographic location at which the Executive must perform the services (i.e., the relocation of Executive's place of employment to a location that increases Executive's one-way commute by more than 50 miles from the Company's office location at the time of the Change of Control); or (vi) Any other action or inaction that constitutes a material breach by the Company or a successor entity of this Agreement; provided that, to establish "Good Reason," (A) Executive must give written notice of the occurrence of the applicable event to the Company within ninety (90) days after the initial existence of the condition; (B) the Company does not reasonably cure the event within thirty (30) days from the Company's receipt of such notice; and (C) Executive resigns for Good Reason and his or her Separation from Service occurs within forty-five (45) days after the end of the notice period View More

Good Reason. Has the meaning ascribed to it in the Employment Agreement.

Good Reason. The existence of one or more of the following conditions which arises in connection with or after the effective time of a Change in Control Event without the consent of the Employee: (i) a material diminution in the Employee's base compensation; (ii) a material diminution in the Employee's authority, duties or responsibilities; (iii) a material diminution in the authority, duties or responsibilities of the supervisor to whom the Employee is required to report; (iv) a material diminution in the... budget over which the Employee retains authority; (v) a material change in the geographic location at which the Employee must perform services; or (vi) any other action or inaction that constitutes a material breach by the Employer of the agreement under with the Employee provides services. View More

Good Reason. Your resignation of employment with the Company as a result of any action by the Company (or its successor or acquirer) which, without your written consent, (i) substantially reduces the amount of your then annual base compensation, except for a general reduction that applies proportionally to similarly situated employees, or (ii) unilaterally and substantially changes your title and duties; provided, however, that the unilateral change by the surviving or acquiring entity (or its parent) in... your title and duties to a position that is substantially comparable in salary and responsibility to your current position shall not constitute "Good Reason", or (iii) relocation of your principal place of employment by more than twenty-five (25) miles, or (iv) a successor entity's failure to assume this Agreement, or (v) any material breach by the Company of any material provision of any agreement between you and the Company and the Company does not cure such breach within fifteen (15) calendar days after receiving written notice from you detailing the specific breach and the specific actions necessary for the Company to cure such failure to perform. View More

Good Reason. The occurrence of any of the following events within the two-year period following a Change in Control without a Participant's express written consent: (A) the Company reduces such Participant's Base Salary or the target for a Participant's annual bonus; (B) the Company reduces the scope of such Participant's duties, responsibilities or authority (including reporting responsibilities); (C) any requirement of the Company that such Participant be principally based in any location other than the... location in which such Participant was principally based immediately prior to the Change in Control; or (D) a breach by the Company of any of the material provisions of any employment agreement between such Participant and the Company. In the event that a Participant voluntarily consents to any reduction or change described above in lieu of exercising his or her right to resign for Good Reason and delivers such consent to the Company in writing, then such reduction or change shall not constitute "Good Reason" hereunder, but such Participant shall have the right to resign for Good Reason under this Plan as a result of any subsequent reduction or change described above. In no event will a Participant have the right to terminate his or her employment for Good Reason unless (i) such Participant provides written notice to the Company within ninety (90) days after the initial occurrence of the event or condition that gives such Participant the right to terminate his or her employment for Good Reason and (ii) the Company has not cured such Participant's right to terminate his or her employment for Good Reason within thirty (30) days of the receipt of such written notice by the Company. In no event will a Participant have the right to terminate his or her employment for Good Reason more than two years after the initial occurrence of the event or condition that gives such Participant the right to terminate his or her employment for Good Reason. A Participant's right to terminate his or her employment for Good Reason shall not be affected by such Participant's incapacities due to mental or physical illness and such Participant's continued employment shall not constitute consent to, or a waiver of rights with respect to, any event or condition constituting Good Reason. Notwithstanding the foregoing, in the event that a Participant is a party to an employment agreement with the Company that defines Good Reason, such definition will apply to such Participant for purposes of this Plan rather than the definition set forth above View More

Good Reason. Without the written consent of the Participant, (i) a material reduction by the Company in the Participant's duties or position, (ii) a reduction of the Participant's compensation or benefits as set forth in the Company's benefits policies as of the date hereof or in Participant's employment agreement, (iii) the relocation of the Participant's principal place of employment by more than 50 miles, or (iv) any material breach by the Company of the Participant's employment agreement, if any. Prior... to a termination of Continuous Service with good reason, the Company shall have thirty (30) days to cure the deficiency or deficiencies related to the potential good reason determination. View More

Good Reason. Subject to Section 25(g), without Executive's prior written consent, (a) requiring Executive to relocate his office outside of the Company's headquarters or outside of a 50-mile radius from Tampa, Florida (it being understood that Executive shall be required to travel to the extent necessary to meet the needs of the Company and its business); (b) Executive is assigned duties which, in the aggregate, represent a material reduction of his responsibilities as described by Section 2(a) or... Executive's title as President and Chief Executive Officer is materially adversely changed; (c) the Company reduces the Base Salary or Target Bonus as in effect on the date hereof or as the same may be increased from time to time; (d) any material reduction of the non-cash and non-equity benefits provided to Executive pursuant to Section 3, other than in connection with a reduction in benefits generally applicable to senior executives of the Company; or (e) in connection with any Change in Control prior to the initial Public Offering of the Company or any of its Subsidiaries, the acquiring Persons (or an Affiliate thereof) do not assume this Agreement (or substitute an agreement with terms and conditions substantially identical to (or more favorable than) the terms and conditions of this Agreement). View More

Good Reason. Except as otherwise provided by the Committee in its sole discretion, a reduction by the Company of Participant's Annual Base Salary by more than ten percent (10%) (other than an across-the-board reduction which applies in a comparable manner to other senior executives of the Company). A termination of Participant's employment by Participant shall not be deemed to be for Good Reason unless (i) Participant gives notice to the Company of the existence of the event or condition constituting Good... Reason within 30 calendar days after such event or condition initially occurs or exists, and (ii) the Company fails to cure such event or condition within 30 calendar days after receiving such notice. Additionally, Participant must terminate his or her employment within 90 calendar days after the initial occurrence of the circumstance constituting Good Reason for such termination to be "Good Reason" hereunder View More