Good Reason

Good Reason. In the case of a voluntary termination of employment not occurring on or after a Change in Control, "Good Reason" shall mean: (i)a material reduction in Executive's base salary as in effect immediately prior to Executive's "Good Reason Notice of Termination" as defined below unless such reduction is made in accordance with a uniform reduction in base salaries of the Bank's executive officers; or 16 (ii)a material reduction in Executive's target annual bonus opportunity as in effect... immediately prior to Executive's Good Reason Notice of Termination unless such reduction is made in accordance with a uniform reduction in target annual bonus opportunity of the Bank's executive officers. (b)In the case of a voluntary termination of employment occurring on or after a Change in Control, "Good Reason" shall mean: (i)a material reduction in Executive's position, authority, duties or responsibilities relative to such position, authority, duties or responsibilities immediately prior to the Change in Control; (ii)a material reduction in Executive's base salary opportunity as in effect immediately prior to the Change in Control; (iii)a material reduction in Executive's target annual bonus opportunity as in effect immediately prior to the Change in Control; (iv)receipt of notice by Executive with regard to the mandatory relocation of the office at which Executive is to perform the majority of his duties following the Change in Control to a location more than 50 miles from the location at which Executive performed such duties prior to the Change in Control; provided that such new location is farther from Executive's residence than the prior location; or (v)the failure at any time of a successor to the Bank explicitly to assume and agree to be bound by this Agreement. (c)Notwithstanding anything in this Agreement to the contrary, no act, omission or event shall constitute grounds for a voluntary termination due to "Good Reason" under either paragraph (a) or (b) immediately above unless: (i)Executive provides the Bank thirty (30) day advance written notice of his intent to termination employment for Good Reason which notice must describe the claimed act, omission or event giving rise to Good Reason ("Good Reason Notice of Termination"); (ii)the Good Reason Notice of Termination is given within ninety (90) days of Executive's first actual knowledge of such act, omission or event; (iii)the Bank fails to cure such act, omission or event within the thirty (30) day period after receiving the Good Reason Notice of Termination; and (iv)Executive's termination of employment for Good Reason actually occurs at the end of such 30-day cure period if the Good Reason is not cured. View More

Good Reason. Shall mean, in the context of a resignation by Executive, a resignation that occurs within thirty (30) days following (i) a material diminution of Executive's duties, excluding inadvertent or isolated actions not taken in bad faith and promptly remedied after written notice thereof, (ii) any material reduction in Executive's Base Salary or nonpayment of Executive's Base Salary, or (iii) any material breach of this Agreement by the Company, provided that in the case of a material breach, Good... Reason shall only exist where Executive has provided the Company with written notice of the breach and, if the breach is reasonably capable of being cured within a period of fifteen (15) business days, the Company has failed to cure within fifteen (15) business days. View More

Good Reason. (i) the Company's material breach of an agreement with the Participant or a direction from the Board that the Participant act or refrain from acting which in either case would be unlawful or contrary to a material and written Company policy, (ii) a material diminution in the Participant's duties, functions and responsibilities to the Company and its Affiliates without the Participant's consent or the Company preventing the Participant from fulfilling or exercising the Participant's material... duties, functions and responsibilities to the Company and its Affiliates without the Participant's consent, (iii) a material reduction in the Participant's base salary or annual bonus opportunity or (iv) a requirement that the Participant relocate the Participant's employment more than fifty (50) miles from the location of the Participant's principal office on the Date of Grant, without the consent of the Participant. The Participant's termination shall not be a termination with Good Reason unless the Participant gives the Board written notice (delivered within thirty (30) days after the Participant knows of the event, action, etc. that the Participant asserts constitutes Good Reason), the event, action, etc. that the Participant asserts constitutes Good Reason is not cured, to the reasonable satisfaction of the Participant, within thirty (30) days after such notice and the Participant resigns effective not later than thirty (30) days after the expiration of such cure period. View More

Good Reason. Shall have the meaning set forth in any applicable agreement between the Company and Grantee regarding Grantee's Service with the Company and, if 'Good Reason' is not so defined, shall exist in the event any of the following actions are taken without Grantee's consent: (i) Grantee's authority with the Company is, or Grantee's duties or responsibilities based on Grantee's position with the Company or any employment agreement or arrangement between Grantee and the Company are, materially... diminished relative to Grantee's authority, duties and responsibilities as in effect immediately prior to such change; provided, however, that in no event shall removal of Grantee 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 material diminution in Grantee's base salary or retainer compensation as in effect immediately prior to such diminution; provided, that, an across-the-board reduction in the base compensation and benefits of all Service Providers of the Company by the same percentage amount (or under the same terms and conditions) as part of a general base compensation reduction and/or benefit reduction shall not constitute such a qualifying material diminution; (iii) a material relocation of Grantee's primary work location more than 75 miles away from the then-current primary work location; or (iv) any material breach by the Company of any provision of this Agreement or any employment agreement or arrangement between Grantee and the Company. View More

Good Reason. The occurrence of any of the following events without the Executive's prior written consent: (a) a material diminution in Executive's base compensation; (b) a material diminution in Executive's authority, duties or responsibilities (this determination will include an analysis of whether the Executive maintains at least the same level, scope and type of duties and responsibilities with respect to the management, strategy, operations and business of the Company); or (c) a material change in... geographic location at which the Executive performs services (if Executive's new one-way commute is more than thirty five (35) miles greater than Executive's one-way commute prior to the change in Executive's principal work location, regardless of whether the Executive receives an offer of relocation benefits, such change shall be deemed material hereunder); provided, however, that no such event or condition shall constitute Good Reason unless (x) the Executive gives the Company a written notice of termination for Good Reason not more than 30 days after the initial existence of the condition, (y) the grounds for termination (if susceptible to correction) are not corrected by the Company within 30 days of its receipt of such notice and (z) the Executive's termination of employment occurs within two months following the Company's receipt of such notice View More

Good Reason. Without Executive's written consent, the occurrence of any of the following events: (i) a material diminution of the authorities, duties or responsibilities of Executive (other than temporarily while Executive is physically or mentally incapacitated); provided, however, that an event of Good Reason will not exist if Executive is offered a comparable or greater position (i.e., a position with substantially equal or greater organizational duties, authority, or responsibilities) with the Company... or an acquiring or successor company in connection with a merger, acquisition, consolidation or similar corporate transaction or series of related transactions, including where the Company becomes a subsidiary or part of a successor entity, and Executive is not offered a position as a senior executive of a public company, but rather as a comparable senior executive of a subsidiary or division of an acquiring or successor company; (ii) a material reduction of Executive's then-current total compensation package; (iii) the Company requires Executive to regularly perform his or her employment duties beyond a thirty (30) land mile radius from Executive's primary location at which Executive is required to perform his or her duties on the Effective Date; (iv) the Company's breach of a material term of the Agreement; (v) a failure of any successor to the Company to assume this Agreement; (vi) the Board of Directors (or a committee thereof ) appoints Jerry Moyes as the sole principal executive officer of the Company; or (vii) the Incumbent Directors cease for any reason to constitute a majority of the members of the Board of Directors; provided, however, that this subsection (vii) shall no longer apply if a majority of the Incumbent Directors is replaced or eliminated in connection with a merger, acquisition, consolidation or similar corporate transaction that is approved by 75% of the Incumbent Directors. In each case, an event shall only be treated as Good Reason if Executive provides written notice to the Company of the facts giving rise to a claim that "Good Reason" exists, in reasonable detail, within 90 days of the occurrence of such event, such event is not cured by the Company within 30 days after the Company's receipt of Executive's written notice ("the thirty (30) day period"). If the Company remedies the Good Reason event within the thirty (30) day period, the Good Reason event (and Executive's right to terminate employment for Good Reason) shall cease to exist. If the Company does not remedy the Good Reason event within the thirty (30) day period, and Executive does not terminate employment within thirty (30) days following the expiration of the thirty (30) day period, then that Good Reason event shall expire. View More

Good Reason. For Executive's termination of employment with the Company shall mean (i) any reduction, not consented to by Executive, in Executive's base salary or target annual bonus opportunity; (ii) the relocation, not consented by Executive, of the office location at which Executive is principally employed as of the Effective Date ("Office") to a location more than fifty (50) miles from such Office, or the requirement by the Company that Executive be based at an office other than the Office on an... extended basis, except for required travel on the Company's business to an extent substantially consistent with Executive's business travel obligations; (iii) a substantial diminution or other substantive adverse change, not consented to by Executive, in the nature or scope of Executive's responsibilities, authorities, powers, functions or duties; (iv) a breach by the Company of any of its material obligations under this Agreement; or (v) the failure of the Company to obtain the agreement for any successor to the Company or its parent company, Spectrum Brands Holdings, Inc., to assume and agree to perform this Agreement. View More

Good Reason. Without Employee's consent, the occurrence of any of the following: (i) a material diminution of Employee's authority, duties, position or responsibilities relative to Employee's authority, duties, position or responsibilities in effect immediately prior to such reduction (provided that for this purpose, Employee's authority, duties, position and responsibilities will not be deemed to be materially diminished if, following a Change of Control or in connection with such reorganization of the... Parent's businesses as contemplated by Section 2(a), Employee retains the same authority, duties and responsibilities with respect to the Business or the business with which the Business is operationally merged or subsumed), it being understood that a change in Employee's title shall not by itself be a basis for termination for Good Reason; (ii) a material reduction in Employee's Base Compensation, other than in connection with an across-the-board reduction applicable to all senior executives of the Employer; (iii) a material change in Employee's principal work location to a location outside of the Kansas City, Missouri metropolitan area; or (iv) a material breach of this Agreement by the Employer or Parent (or one of their respective Affiliates). Notwithstanding the foregoing, a termination for Good Reason shall not have occurred unless Employee gives written notice to the Employer and Parent of termination of employment within 30 days after the occurrence of the event constituting Good Reason, specifying in reasonable detail the circumstances constituting Good Reason, and Employer and Parent have failed within 30 days after receipt of such notice (the "Cure Period") to cure the circumstances constituting Good Reason. In the event that the Employer fails to remedy the condition constituting Good Reason during the Cure Period, Employee's "separation from service" (within the meaning of Section 409A of the Code) must occur, if at all, within 60 days following such Cure Period in order for such termination as a result of such condition to constitute a termination for Good Reason. View More

Good Reason. (i) a diminution in your title as President and CEO or requiring you to perform on a regular basis duties materially inconsistent with your position as President and CEO; (ii) a reduction in your Base Salary; (iii) any material breach by the Company or any of its successors and assigns of this letter agreement that is not cured within 30 days after you provide the Company with written notice of the facts comprising the alleged material breach; (iv) the failure of the Company's successors and/or... assigns to assume the obligations of the Company under this letter agreement, either by written agreement or by operation of law; or (v) the relocation of your principal place of employment to a location that is more than 50 miles from your place of employment as of the Effective Date. You must provide written notice ("Notice of Good Reason") to the Company of the existence of a condition described in subsections (i) through (v) above within 30 days of your knowledge of the initial existence of the condition or such right is waived. The Notice of Good Reason must fully set forth the facts comprising the event(s) or circumstance(s) giving rise to Good Reason. The Company will have a period of 30 days during which it may remedy the condition so that it shall not constitute Good Reason or inform you that is does not believe Good Reason exists. If you believe that the condition has not been cured, or that Good Reason exists notwithstanding the Company's belief that it does not, then you shall either abandon the contention that Good Reason exists or terminate employment within 30 days. If you continue to work beyond the 30th day without resigning, you shall be deemed to have waived Good Reason for the event(s) or circumstance(s) set forth in the Notice of Good Reason. View More

Good Reason. For purposes of this Agreement, 'Good Reason' means any of the following taken without your written consent and provided (a) the Company receives, within ninety (90) days following the date on which you know of the occurrence of any of the events set forth in clauses (i) through (iv) below, written notice from you specifying the specific basis for your belief that you are entitled to terminate employment for Good Reason, (b) the Company fails to cure the event constituting Good Reason within... thirty (30) days after receipt of such written notice thereof, and (c) you terminate employment within thirty (30) days following expiration of such cure period: (i) a reduction of your title, position, responsibilities, authority or duties to a level less than the title, position, responsibilities, authorities or duties you occupied or possessed, on the date immediately preceding such reduction, or a failure to nominate you to the Board; (ii) a reduction in your Base Salary (but excluding any reduction of not more than 10% of either your Base Salary which applies to substantially all of the Company's other executive officers); (iii) the Company's requiring you to be based at any office or location more than fifty (50) miles from the office where you were employed on the date immediately preceding the date of such change in location (excluding the relocation described in Section 4 above); or (iv) the Company's material breach of any provision of this Agreement. View More