Good Reason

Good Reason. The Award Recipient voluntarily terminating his or her employment, following a Change in Control, after the occurrence of any of the following circumstances (in each case, after notice by the Award Recipient to employer of the circumstance, and failure by the employer to cure and eliminate such circumstance within 15 calendar days of such notice): (i) a requirement that the Award Recipient work principally from a location that is more than fifty (50) miles from his or her principal place of... employment immediately prior to such Change in Control, or (ii) a ten percent or greater reduction in Award Recipient's Total Compensation from the amount of such Total Compensation immediately prior to such Change in Control View More

Good Reason. Shall mean any of the following without Executive's consent: (i) the assignment to Executive of any duties inconsistent in any material respect with Executive's position (including status, offices, titles and reporting requirements), authority, duties or responsibilities as in effect on the Effective Date, or any other action by the Company which results in a material diminution in Executive's position, authority, duties or responsibilities, excluding for this purpose an isolated, insubstantial... and inadvertent action not taken in bad faith and which is remedied by the Company promptly after receipt of notice thereof given by Executive; (ii) the Company's requiring Executive to be based at any office or location that is more than 35 miles from the office or location where Executive was based immediately prior to the Effective Date; provided, however, that Good Reason shall not include any relocation that results in Executive's being based at any office or location closer to Executive's then-principal residence; (iii) a material reduction in Executive's Annual Base Salary or target annual bonus opportunity, as in effect on the Effective Date or as the same may be increased from time to time; (iv) any failure by the Company to comply with and satisfy Section 11(c) of this Agreement; or (v) the material breach of this Agreement by the Company; provided, however, that to be effective, any resignation for Good Reason must be within ninety (90) days following the initial existence of one or more of the preceding conditions; must be communicated to the Company in writing by Executive, indicating the subsection relied upon and describing the facts establishing Good Reason under that subsection, no later than thirty (30) days subsequent to the initial existence of the condition, and upon the notice of which the Company shall have a period of at least 30 days during which it may remedy the condition. If at the end of such thirty (30) day period no such cure has been effected, then Executive may terminate his employment for Good Reason within ten (10) days of the end of such thirty (30) day period by providing written notice of the failure to cure and of the termination date. View More

Good Reason. For termination by the Executive of the Executive's employment shall mean the occurrence (without the Executive's express written consent), of any of the following acts by the Company, unless such act is corrected prior to the Date of Termination specified in the Notice of Termination given in respect thereof, the assignment to Executive of duties, responsibilities, or authorities inconsistent with, or failure to assign to Executive duties, responsibilities, or authorities consistent with, his... status as a member of the Company's senior management team. View More

Good Reason. Means "Good Reason" as defined in the employment agreement between Employee and Company, or if "Good Reason" is not defined in such employment agreement or in the absence of such employment agreement, "Good Reason" means any of the following, but only if occurring without Employee's written consent: (i) a material diminution in Employee's base salary; (ii) a material diminution in Employee's authority, duties, or responsibilities; or (iii) the relocation of Employee's principal office to an... area more than 50 miles from its location immediately prior to such relocation. View More

Good Reason. If the Grantee is party to an employment or similar agreement that contains a definition of "Good Reason," the definition set forth in such agreement will apply with respect to such Grantee hereunder. If the Grantee is not party to such an agreement, "Good Reason" will mean (i) a requirement that the Grantee relocate to a location more than fifty (50) miles from the location where the Grantee is then providing services, (ii) a material reduction in Grantee's base salary, unless a similar... reduction is made across the board to similarly situated employees; or (iii) a material breach of any written agreement between the Company and the Grantee; provided, in each case, that the Grantee shall have given notice of such event or condition within a period not to exceed thirty (30) days of the initial existence of such event or condition and the Company shall not have remedied such event or condition within thirty (30) days after receipt of such notice. View More

Good Reason. Means Talent's voluntary retirement or resignation from his employment as a Professional Athlete for any of the following reasons: (a) Talent suffers or sustains a Major Injury which renders Talent incapable of performing as a Professional Athlete; or (b) Talent suffers or sustains a Major Injury after the Closing and a qualified medical doctor (depending on the nature of the Major Injury) advises Talent that as a result thereof Talent is putting his physical health at substantial risk (i.e., a... risk that is substantially greater than simply by virtue of Participant's participation as a Professional Athlete) by continuing to perform as a Professional Athlete. View More

Good Reason. Shall mean the occurrence any of the following, in each case without your written consent provided that you must (i) give written notice to the Company's Chief Executive Officer within 30 days after the first occurrence of the event giving rise to Good Reason setting forth the basis for your resignation (which shall be specified in reasonable detail), (ii) allow the Company at least 30 days from receipt of such written notice to cure such event, and (iii) if such event is not reasonably cured... within such period, you must resign from all positions you then hold with the Company and its affiliates, effective not later than 90 days after the expiration of the cure period: (A) a material decrease in your then current base salary, (B) a material reduction in your job duties, authorities or responsibilities, provided, however, that a change in job position (including a change in title) shall not be deemed a "material reduction" in and of itself unless your new duties are materially reduced from your prior duties, (C) a relocation of your regular place of work to any location that increases your one-way commute by more than 50 miles of your then-current principal place of employment immediately prior to such relocation, or (D) a material breach by the Company of its obligations under this Agreement or other agreement between you and the Company. Your right to terminate your employment as a result of Good Reason shall not be affected by your incapacity due to physical or mental illness. Subject to the notice requirements above, your continued employment from the date Good Reason first exists and the date upon which you terminate your employment with the Company shall not constitute consent to, or a waiver of rights with respect to, any circumstance constituting Good Reason hereunder. View More

Good Reason. Termination by the Executive in the event that (i) the Executive is not at all times the duly elected to the position of President and Chief Executive Officer; (ii) there is any material reduction in the scope of the Executive's authority and responsibility; (iii) there is a reduction in the Executive's Base Salary or a material reduction in the other benefits to which the Executive is entitled; (iv) the Company requires the Executive's principal place of employment to be anywhere other than... the Company's principal executive offices, or there is a relocation of the Company's principal executive offices outside of Minneapolis/St. Paul, Minnesota metropolitan area; (v) the Company otherwise fails to perform its obligations under this Agreement; (vi) a Change in Control has occurred and either (x) the Executive dies or becomes permanently disabled (as determined by reference to the Company's long-term disability plan if it has such a plan) prior to the first anniversary of the Change in Control or (y) elects to terminate employment with the Company regardless of the reason therefor by giving the Company written notice thereof within the 60-day period immediately following the first anniversary of the Change in Control, regardless of the reason therefor, or (vii) the Company fails to obtain the agreement of a successor referred by Section 18 hereof prior to the effectiveness of any succession (unless the opinion described in Section 18 hereof is rendered to the Executive). View More

Good Reason. A material violation of this Agreement by the Company that is not cured within 10 days of notice of such violation provided by the Employee in accordance with Section 24, including, without limitation, a material reduction in Employee's Base Salary, a material diminution of Employee's duties or responsibilities, a change in reporting structure so that Employee no longer reports to the Board, a failure to elect or re-elect the Employee as President, Chief Employee Officer and a member of the... Board as set forth in Section 3, the Board's removal of the Employee as President, Chief Employee Officer or a member of the Board or a failure by the Company to have a successor to all or substantially all its assets and liabilities assume the Company's obligations hereunder, in each case without the Employee's consent View More

Good Reason. (b) "Good Reason" means one or more of the following: (i) A material change in the principal location at which you provide services to the Company, without your prior written consent; (ii) A material and continuing diminution by the Company in the duties, authority or responsibilities of your position which causes such position to become of less responsibility or authority than immediately prior to such material and continuing diminution, provided that such change is not in connection with a... termination of your employment hereunder by the Company (for purposes of clarity, if you are not the Chief Financial Officer of the combined public company following the Change of Control, you shall be deemed to have a material diminution of your duties); 3 (iii) A material reduction in your base salary or other benefits except if such a reduction is in connection with a general reduction in compensation or other benefits of all similarly situated employees of the Company; (iv) Failure by the Company to obtain the assumption of this Agreement by any successor to the Company. Notwithstanding the foregoing, Good Reason shall only exist if you have given written notice to the Company within 90 days of the initial existence of the Good Reason condition(s), and the Company has failed to cure such event(s) within 30 days of its receipt of said notice. View More