Good Reason

Good Reason. If (A) there is (1) a material, adverse and permanent change in Executive's position as set forth in Section 1(a) of this Agreement causing such position to be of materially reduced stature or responsibility (other than changes related to Executive's termination as Senior Vice President of Corporate and Business Development (2) a reduction of more than five percent (5%) in Executive's Base Salary then in effect (other than any such reduction applicable to officers of the Company generally), (3)... a material reduction by the company in the kind or level of employee benefits (other than Base Salary) to which Executive is entitled immediately prior to such reduction with the result that Executive's overall benefits package (other than Base Salary) is substantially reduced (other than any such reduction applicable to officers of the Company generally), (4) any material breach by the Company of any material provision of this Agreement which continues uncured for thirty (30) days following notice by Executive thereof, or (5) a refusal by Executive, following a request by the Company, to relocate to a facility or location more than forty (40) miles from the Company's current location, and (B) Executive provides notice to the Company within thirty (30) days after the initial occurrence of the condition or event described above, the Company fails to cure or remedy any such condition or event within the thirty (30) day period following its receipt of the notice, and Executive thereafter elects to terminate his employment voluntarily within thirty (30) days after the expiration of the period for correcting such condition or event; provided, however, that none of the foregoing shall constitute Good Reason to the extent that Executive has agreed in writing to such material change, reduction, breach or refusal, and provided further that any change in Executive's job function or responsibilities in order to accommodate a disability under the Americans with Disabilities Act, the Family Medical Leave Act or any analogous statute or law shall not constitute a basis for Executive to involuntarily terminate his employment hereunder. View More

Good Reason. Any of the following actions that are taken by the Company without a Participant's prior written consent: (a) a material reduction in a Participant's base salary, which the parties agree is a reduction of at least ten percent (10%) of such Participant's base salary; (b) a material reduction in a Participant's duties (including responsibilities and/or authorities), 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 such Participant's new duties are materially reduced from the prior duties; or (c) a relocation of a Participant's principal place of employment to a place that increases such Participant's one-way commute by more than thirty-five (35) miles as compared to such Participant's then-current principal place of employment immediately prior to such relocation. In order to resign for Good Reason, a Participant must provide written notice to the Company within forty-five (45) days after he or she first has knowledge of the occurrence of the event giving rise to Good Reason setting forth the basis for such Participant's resignation, allow the Company at least forty-five (45) days from receipt of such written notice to cure such event and, if such event is not reasonably cured within such period, such Participant must resign from all positions he or she then holds with the Company not later than forty-five (45) days after the expiration of the cure period. View More

Good Reason. A material diminution of Executive's position, duties, responsibilities or Base Salary, unless, in the case of Base Salary, such reduction is part of a Company-wide or executive team-wide cost-cutting or cutback measure as a result of overall Company performance. Executive must first give the Company written notice within thirty (30) days of the occurrence of the event giving rise to Executive's belief that Executive is entitled to terminate employment for Good Reason ('Good Reason Notice').... The Company shall have thirty (30) days after receipt of the Good Reason Notice to cure ('Cure Period'). Should the Company fail to so cure within the Cure Period, Executive may then terminate his employment for Good Reason within fifteen (15) days after the expiration of the Cure Period. View More

Good Reason. Means, the Executive's resignation within thirty (30) days following the Company's cure period (discussed below) in connection with any of the following events and without the Executive's express written consent: (i) a material reduction by the Company in Executive's authority, duties, and responsibilities relative to the authority, duties and responsibilities as in effect immediately prior to such reduction; provided, however, that a material reduction will not be deemed to occur if, upon or... following a Change in Control, the Executive has substantially the same duties and responsibilities with respect to the Company or its successor (or a product, technology, business division or similar group thereof) as in effect immediately prior to a Change in Control or if the Executive is otherwise performing such responsibilities as the senior person responsible therefor in the Company or its successor (or a product, technology, business division or similar group thereof); (ii) a material reduction in the Executive's base salary as in effect immediately prior to such reduction; or (iii) a material change in the geographic location at which the Executive must perform his or her services (in other words, the relocation of the Executive's principal place of work to a location that is more than fifty (50) miles from the Executive's current principal work location for the Company). In order for an event to qualify as Good Reason, the Executive must not terminate employment with the Company without first providing the Company with written notice of the acts or omissions constituting the grounds for "Good Reason" within ninety (90) days of the initial existence of the grounds for "Good Reason" and a reasonable cure period of not less than thirty (30) days following the date of written notice, and such grounds must not have been cured during such time. View More

Good Reason. (i) a reduction in Optionee's base salary; (ii) a material diminution in Optionee's title or responsibilities; or (iii) relocation of Optionee's primary place of employment more than fifty miles; provided, however, that Optionee may only terminate employment for Good Reason by delivering written notice to the Board within 90 days following the date on which Optionee first knows of the event constituting Good Reason, which notice specifically identifies the facts and circumstances claimed by... Optionee to constitute Good Reason, and the Company has failed to cure such facts and circumstances within 30 days after receipt of such notice; and provided further, however, that if Optionee is party to an employment agreement with the Company that provides a definition of Good Reason, such definition shall apply instead of the foregoing provisions of this Section 6(d). View More

Good Reason. Means (i) in the event the Participant is a party to an Employment Agreement, between the Participant and the Company or its Affiliates in effect on the Participant's date of Termination (the "Employment Agreement"), "Good Reason" as defined under the Employment Agreement as in effect on the Participant's date of Termination; or (ii) in the event the Participant is not a party to an Employment Agreement as in effect on the Participant's date of Termination, "Good Reason" shall mean "Good... Reason" as determined by the Committee, in its sole discretion. View More

Good Reason. The occurrence, without the Executive's written consent, of any of the events or circumstances set forth in clauses (a) through (d) below on or after the Change in Control Date: (a) any action by the Company that results in a material diminution in the Executive's authority, duties or responsibilities; (b) any material reduction in the Executive's base compensation (including base salary and target reference bonus) then in effect or, if higher, the base compensation in effect immediately before... the Change in Control Date; (c) a change by the Company in the location at which the Executive performs his or her principal duties for the Company to a new location that is both (i) outside a radius of 50 miles from the Executive's principal residence immediately prior to proposed change and (ii) more than 30 miles from the location at which the Executive performed his or her principal duties for the Company immediately prior to the proposed change; or (d) any other action or inaction by the Company that constitutes a material breach of this Agreement or the employment agreement or arrangement under which the Executive provides services. Notwithstanding the occurrence of any such event or circumstance, such occurrence will not be deemed to constitute Good Reason unless (x) the Executive gives the Company the notice of termination no more than 90 days after the initial existence of such event or circumstance (or series of either), (y) such event or circumstance has not been fully corrected within 30 days of the Company's receipt of such notice (including reasonable compensation for any losses or damages resulting therefrom) and (z) the Date of Termination occurs within 30 days following the end of the correction period if the Good Reason has not been corrected. The Executive's right to terminate his or her employment for Good Reason shall not be affected by the Executive's incapacity due to physical or mental illness. View More

Good Reason. Shall have the meaning given to such term in the Change in Control and Severance Agreement.

Good Reason. The meanings given to such terms in the employment agreement or change in control agreement in effect for the Grantee immediately prior to his termination of employment

Good Reason. Any of the following which occurs on or after the Effective Date: (1) a material diminution in the authority (including supervisory authority), responsibilities or duties of the Executive as in effect immediately after the Effective Date, without the Executive's consent, other than any diminution attributable to the sharing of duties and responsibilities with the Executive's counterpart with whom the offices of Chief Executive Officer and President of the Company are being shared; (2) following... a Change of Control, a material diminution in the Executive's reporting relationships (e.g., the Executive no longer reports directly to the Board of Directors of the Company); (3) following a Change of Control, a material change in the geography where the Executive must perform his services (i.e., a location that is beyond a fifty-mile radius from the Executive's office location immediately prior to the Change of Control); (4) following a Change of Control, any material decrease in Annual Base Salary, bonus opportunity, or other benefits provided for in Section 3 from the level in effect immediately prior to the Change of Control; or (5) a material breach of the Agreement; provided, however, that in each case of the above, the Executive must provide written notice to the Employer of the occurrence of such action or failure within ninety (90) days after the action or failure first occurs, and the Executive shall only have Good Reason to terminate the Executive's employment if the Employer fails to correct such action or failure within thirty (30) days following receipt of such notice. If the Employer does so fail to correct such action or failure, the Executive must resign effective no later than fifteen (15) days following expiration of the thirty (30)-day correction period. View More