Good Reason

Good Reason. The term 'Good Reason' shall mean any action by the Company which results in: (i) A material diminution of Executive's position or Executive's authority, duties or responsibilities; (ii) A material reduction in Executive's annual base salary; or (iii) A change by the Company in the location at which Executive performs his principal duties for the Company to a new location that is outside a radius of 50 miles from Executive's principal residence and outside a radius of 50 miles from the location... at which Executive previously performed his principal duties for the Company; provided, that, the foregoing events shall not be deemed to constitute Good Reason unless Executive shall have notified the Board in writing of the occurrence of such event(s) within ninety (90) days of the initial existence of the condition and the Board shall have failed to have cured or remedied such event(s) within thirty (30) days of its receipt of such written notice or which breach the Company shall have failed to begin to attempt to cure during said thirty (30)-day period if the breach is not curable during the thirty (30)-day period. If the event is not cured during the thirty (30)-day period (or the Company shall have failed to begin to attempt to cure the event during such thirty (30)-day period), Executive's employment shall terminate on the ninetieth (90th) day following the date of Executive's notice to the Board of the event constituting Good Reason, unless the Board and Executive agree in writing to an extension of Executive's termination date. View More

Good Reason. The occurrence of one of the following without your express written consent (i) a material reduction of your duties, position or responsibilities, or your removal from such position and responsibilities, unless you are offered a comparable position (i.e., a position of equal or greater organizational level, duties, authority, compensation, title and status); (ii) a material reduction by the Company of your base compensation (base salary and target bonus) as in effect immediately prior to such... reduction; (iii) you are requested to relocate (except for office relocations that would not increase your one way commute by more than 50 miles); or (iv) any other action or inaction that constitutes a material breach by the Company of this Agreement, including, without limitation, the failure of the Company to obtain the assumption of this Agreement pursuant to Section 7; provided, that any such event shall not constitute Good Reason unless and until you shall have provided the Company with written notice thereof no later than thirty (30) days following the initial occurrence of such event and the Company shall have failed to fully remedy such event within thirty (30) days following receipt of such notice. View More

Good Reason. For purposes of this Agreement, "Good Reason" shall mean the occurrence of one or more of the following, without the Executive's consent: (i) material diminution of the Executive's authority, duties or responsibilities; (ii) a material change in the geographic location at which Executive must perform the Executive's services under this Agreement (which, for purposes of this Agreement, means relocation of the offices of the Company at which the Executive is principally employed to a location... more than fifty (50) miles from the location of such offices immediately prior to the relocation); (iii) a material diminution in the Executive's Base Salary; (iv) non-renewal of this Agreement on any Annual Renewal Date; or (v) any action or inaction that constitutes a material breach by the Company of a material provision of this Agreement. The Executive must provide written notice of termination of employment for Good Reason to the Company within sixty (60) days after the event constituting Good Reason first occurs, which notice shall state such Good Reason in reasonable detail. The Company shall have a period of thirty (30) days in which it may correct the act or failure to act that constitutes the grounds for Good Reason as set forth in the Executive's notice of termination of employment. If the Company does not correct the act or failure to act, the Executive must terminate the Executive's employment for Good Reason within sixty (60) days after the end of the cure period, in order for the termination of employment to be considered a Good Reason termination of employment. View More

Good Reason. (a) without Executive's express written consent, the occurrence of any of the following events: (i) any material and adverse change in Executive's titles, offices, duties, or responsibilities (including reporting responsibilities) with respect to Vishay or any subsidiary or affiliate of Vishay from those set forth in this Agreement; (ii) a material reduction in Executive's annual Base Salary (as the same may be increased from time to time after the Effective Date); (iii) relocation of... Executive's principal place of performance by more than 50 kilometers from [Address Redacted] (excluding for this purpose reasonable travel from time to time); or (iv) a material breach of this Agreement by Vishay Americas; provided however, that none of the foregoing events or conditions will constitute Good Reason unless Executive provides Vishay Americas with written objection to the event or condition within 30 days following the initial occurrence thereof, Vishay Americas does not reverse or otherwise cure the event or condition within 30 days of receiving that written objection, and Executive resigns his employment within 90 days following the expiration of that cure period. (b) In addition, if there occurs a Change in Control that also constitutes a "change in control event" as described in Treas. Reg. § 1.409A-3(i)(5)(i), then solely for the 12 month period beginning four months after that "change in control event," any resignation by Executive (other than a resignation when Cause exists) will constitute a resignation for Good Reason solely for purposes of Section 6.2(a). View More

Good Reason. The occurrence of one or more of the following circumstances, without the Participant's express written consent, and which circumstance(s) are not remedied by the Company within thirty (30) days of receipt of a written notice from the Participant describing in reasonable detail the Good Reason event that has occurred (which notice must be provided within ninety (90) days of the Participant's obtaining knowledge of the event), provided that the Participant must terminate employment within the... two years following the Participant's obtaining knowledge of the event: (i) (A) any material change in the duties, responsibilities or status (including reporting responsibilities) of the Participant that is inconsistent in any material and adverse respect with the Participant's position(s), duties, responsibilities or authority with the Company immediately prior to such Change in Control (including any material and adverse diminution of such duties or responsibilities); provided, however, that Good Reason shall not be deemed to occur upon a change in duties, responsibilities (other than reporting responsibilities) or status that is solely and directly a result of the Company no longer being a publicly traded entity and does not involve any other event set forth in this Section 2(k) or (B) a material and adverse change in the Participant's titles or offices (including, if applicable, membership on the Board) with the Company as in effect immediately prior to such Change in Control; (ii) a more than 10% reduction by the Company in the Participant's rate of annual base salary or Annual Performance Bonus, Long-Term Performance Bonus or Equity Incentive Compensation target opportunities (including any material and adverse change in the formula for such targets) as in effect immediately prior to such Change in Control, provided that any such change constitutes a reduction of 5% or more in the Participant's total compensation paid by the Company; -4- (iii) the failure of the Company to continue in effect any employee benefit plan, compensation plan, welfare benefit plan or fringe benefit plan in which the Participant is participating immediately prior to such Change in Control or the taking of any action by the Company, in each case which would materially adversely affect the Participant, unless the Participant is permitted to participate in other plans providing the Participant with materially equivalent benefits in the aggregate (at materially equivalent or lower cost with respect to welfare benefit plans); (iv) the failure of the Company to obtain the assumption of the Company's obligations hereunder from any successor as contemplated in Section 8(b); or (v) a material breach by the Company of the terms of the Participant's employment agreement. The Participant's right to terminate employment for Good Reason shall not be affected by the Participant's incapacities due to mental or physical illness and the Participant's continued employment shall not constitute consent to, or a waiver of rights with respect to, any event or condition constituting Good Reason. View More

Good Reason. (1) For purposes of the severance payments and benefits set forth in Sections 3(a)(ii)(B), 3(a)(iii), 3(b)(ii)(B) and 3(b)(iii) of this Agreement, and for purposes of all Equity Awards granted to Executive on or after September 4, 2018, "Good Reason" will mean Executive's termination of employment within ninety (90) days following the expiration of any cure period (discussed below) following the occurrence of one or more of the following, without Executive's consent: (i) A material diminution... in Executive's base compensation (unless such reduction is done as part of a reduction program effective for all of the Company's senior level executives); (ii) A material reduction of Executive's authority or responsibilities, relative to Executive's authority or responsibilities in effect immediately prior to such reduction; or (iii) the relocation of Executive's primary workplace to a location more than fifty (50) miles away from Executive's workplace in effect immediately prior to such relocation. (2) For purposes of all other severance payments and benefits set forth in this Agreement, including all Equity Awards granted to Executive prior to September 4, 2018, "Good Reason" will mean Executive's termination of employment within ninety (90) days following the expiration of any cure period (discussed below) following the occurrence of one or more of the following, without Executive's consent: (i) A material diminution in Executive's base compensation (unless such reduction is done as part of a reduction program effective for all of the Company's senior level executives); (ii) A material reduction of Executive's authority or responsibilities, relative to Executive's authority or responsibilities in effect immediately prior to such reduction, or, following a Change of Control, a change in the Executive's reporting position such that Executive no longer reports directly to the [CURRENT SUPERVISOR] of the parent corporation in a group of controlled corporations. Any change which results in Executive's ceasing to serve as the [CURRENT ROLE] (or equivalent) of a publicly held company (other than as the result of his or her voluntary resignation not at the request of the successor or its parent) will be deemed to constitute a material change or reduction in Executive's authority and responsibilities constituting grounds for a Good Reason termination; or (iii) the relocation of Executive's primary workplace to a location more than fifty (50) miles away from Executive's workplace in effect immediately prior to such relocation. In addition, in order for a voluntary termination to be considered a termination for "Good Reason" under this Agreement, Executive must provide written notice to the Company of the existence of one or more of the above conditions within ninety (90) days of its initial existence and the Company must be provided at least thirty (30) days from the notice to remedy the condition. Notwithstanding the foregoing, a termination will not be considered a termination for "Good Reason" if (1) Executive's conduct is such that Executive's compensation is subject to clawback provisions under any policy or agreement of the Company, or pursuant to applicable law, statute, rule or regulation of any branch of the federal government, or (2) any of the events described in subsections (1)(i), 1(ii), 2(i) and 2(ii) of this Section 6(e) is caused by the intentional or reckless conduct of Executive. View More

Good Reason. Means (1) a material diminution in the Executive's responsibilities, duties, title, reporting responsibilities within the business organization, status, role or authority (except as otherwise contemplated by Section 1(b) hereof); or (2) the removal of the Executive from the position of Chief Executive Officer (other than pursuant to Section 1(b) or elevation to a higher or comparable ranking executive officer position with the Company); or (3) ) the Company's violation of the United States... federal or applicable state securities laws without the knowledge of, or participation by, the Executive; or (4) a material breach by the Company of any of the material terms of this Agreement. A condition will not be considered Good Reason unless the Executive gives the Company written notice of the condition within thirty (30) days after the condition comes into existence and the Company fails to substantially remedy the condition within thirty (30) days after receiving the Executive's written notice. Anything herein to the contrary notwithstanding, the Executive's resignation or removal as the Company's Chief Financial Officer or as a Director will not constitute Good Reason hereunder. View More

Good Reason. The Eligible Executive's voluntary termination of employment (e.g., resignation) with the Company or a subsidiary of the Company as a result of: i. a material adverse change in the Eligible Executive's duties or responsibilities; provided, however, that none of (A) a modification to a portion of the Company's overall business, (B) a change in the Eligible Executive's reporting structure, title, duties or responsibilities, in each case that occurs solely a result of the Company no longer... being a publicly traded entity, or (C) a change in the Eligible Executive's duties or responsibilities, in each case that is part of an across-the-board change in duties or responsibilities of employees at the Eligible Executive's level shall in and of itself constitute Good Reason; ii. any material reduction in the Eligible Executive's target total direct compensation (which includes annual base salary, annual incentives and long-term incentives); provided, however, that Good Reason shall not include such a reduction of less than 10% that is part of an across-the-board reduction applicable to employees at the Eligible Executive's level; iii. any material breach by the Company or one of its subsidiaries of this Plan with respect to the Eligible Executive or any material compensation agreement between the Company and the Eligible Executive; or iv. Company's relocation of Eligible Executive's primary office location more than 50 miles from Eligible Executive's primary office location prior to such relocation and more than 50 miles from Eligible Executive's principal residence. 2 Notwithstanding the foregoing, no voluntary termination by the Eligible Executive shall constitute a termination with "Good Reason" unless (A) the Eligible Executive has given written notice of the proposed termination due to Good Reason, with particulars, to the Company's Chief Executive Officer or Corporate Secretary not later than ninety (90) days of the Eligible Executive's initial knowledge of the occurrence of such condition; (B) the Company has an opportunity for thirty (30) days after such notice is received by the Company within which to remedy such condition, and fails to reasonably cure such condition; and (C) the Eligible Executive resigns within one hundred and fifty (150) days after the initial occurrence of the condition potentially giving rise to Good Reason View More

Good Reason. Means any of the following, in each case, without your consent: (i) a change in your title or any material diminution of your duties, responsibilities or authority or the assignment of any duties or responsibilities inconsistent with your position, in each case, compared to what was in effect as of the Effective Date; (ii) a reduction of your Annual Base Salary or a failure to provide you a Target Bonus opportunity for 2020 of at least $1,066,100; (iii) a relocation of your principal office... location more than fifty (50) miles from the Company's offices at which you are based as of the Effective Date; (iv) you are not elected to or are removed from the Company's Board of Directors; or (v) any other action or inaction by the Company which constitutes a material breach of this Agreement, the Employment Agreement or any other 1 agreement with the Company. Notwithstanding the foregoing, the occurrence of an event that would otherwise constitute Good Reason will cease to be an event constituting Good Reason upon any of the following: (x) your failure to provide written notice to the Company within thirty (30) days of the first occurrence of such event; or (y) correction of such occurrence by the Company within thirty (30) days following receipt of your written notice described in (x) View More

Good Reason. A termination of your employment by you following the occurrence of one or more of the following events: (i) a material reduction in your annual base salary or target annual bonus opportunity (unless a similar reduction is applied broadly to similarly situated employees), (ii) a material reduction in the scope of your duties and responsibilities, or (iii) the relocation of your principal place of employment to a location that is more than 50 miles from either Chicago, IL or Dallas, TX. In order... for a termination by you to constitute a termination for Good Reason, (i) you must notify the Company of the circumstances claimed to constitute Good Reason in writing not later than the 90th day after it has arisen or occurred, (ii) the Company must not have cured such circumstances within 30 days of receipt of such notice and (iii) you terminate employment within six months of such occurrence. View More