Good Reason

Good Reason. Means the occurrence of one or more of the following, without Executive's express written consent: (i) a material reduction in Executive's job responsibilities, provided that neither a mere change in title alone nor reassignment following a Change in Control to a position that is substantially similar to the position held prior to the Change in Control shall constitute a material reduction in job responsibilities; (ii) relocation by the Company or a subsidiary, parent, affiliate or successor... thereto, as appropriate, of Executive's primary business location that increases Executive's one way commute by more than 35 miles; or (iii) a reduction in Executive's then-current base salary by at least 10%, provided that an across-the-board reduction in the salary level of all other employees or consultants in positions similar to Executive's by the same percentage amount as part of a general salary level reduction shall not constitute such a salary reduction; provided, however, that in order for an event to qualify as Good Reason, Executive must (1) provide the Company with written notice of the acts or omissions constituting the grounds for Good Reason within 90 days of the initial existence of the grounds for Good Reason, (2) allow the Company at least 30 days from receipt of such written notice to cure such event, and (3) if such event is not reasonably cured within such period, Executive's resignation from all positions then held by Executive with the Company must be effective not later than 30 days after the expiration of the cure period. View More

Good Reason. Unless otherwise provided in an Employment Agreement between the Company and the Grantee, a determination by the Administrator of the occurrence of one of the following events: (a) a material adverse change in the nature or scope of the Grantee's responsibilities, authorities, powers, functions or duties; (b) a material reduction in the Grantee's annual base salary except for across-the-board salary reductions similarly affecting all or substantially all similarly-situated employees; or (c) the... relocation of the offices at which the Grantee is principally employed to a location more than 50 miles from such offices. View More

Good Reason. Shall mean: (i) without Executive's express written consent, a material reduction or alteration of Executive's duties, position or responsibilities relative to Executive's duties, position or responsibilities in effect immediately prior to such reduction or alteration, or Executive's removal from such position, duties or responsibilities; (ii) without Executive's express written consent, a material reduction by the Company of Executive's base salary as in effect immediately prior to such... reduction (unless pursuant to a salary reduction program applicable generally to the Company's similarly situated employees); and (iii) without Executive's express written consent, the relocation of Executive's principal place of employment with the Company by more than fifty (50) miles. View More

Good Reason. (i) any material breach by the Company of this Agreement that is not cured by the Company within thirty (30) days after written notice specifying in reasonable detail the nature of such material breach is provided to the Company by the Executive; (ii) a material reduction or material adverse change in the Executive's current duties, responsibilities and authority, without his or her consent; (iii) the demand by the Company for the Executive to relocate or commute more than 40 miles from East... Providence, Rhode Island without his or her consent; or (iv) any reduction by the Company in the Executive's Base Salary or the Executive's Performance Bonus Target without his or her consent, except for across-the-board compensation reductions based on the Company's financial performance similarly affecting all or substantially all senior management employees of the Company. For purposes hereof, whether or not the Executive has Good Reason to terminate his or her employment by the Company pursuant to subparagraphs (i) through (iv) above will be determined by the Company in its reasonable, good faith discretion, based upon the facts known to the Company at the relevant time. View More

Good Reason. A material diminution in the Grantee's base compensation; (ii) a material diminution in the Grantee's authority, duties or responsibilities; (iii) a material change in the geographic location at which the Grantee must perform the Grantee's services; or (iv) any other action or inaction that constitutes a material breach by the Company of an agreement under which the Grantee provides services.

Good Reason. Means any one of the following: (i) a material diminution of the Executive's authority or duties (including, without limitation, (1) the continuous assignment to the Executive of any duties materially inconsistent with the Executive's position with the Company, or (2) a material diminution in the nature or status of the Executive's responsibilities) without the Executive's prior written consent; 14 (ii) the Company effects a material diminution of the Executive's... base compensation; (iii) the Executive is removed from any of his executive officer or Chief Financial Officer positions with the Company; (iv) any requirement that the Executive, without his/her prior written consent, move his/her regular office to a location more than fifty (50) miles from the Company's current executive offices in Wayzata, MN; or (v) any material breach by the Company of this Agreement. Notwithstanding anything in this Agreement to the contrary, no event or condition described in this Section 9(h) shall constitute Good Reason unless, (i) within ninety (90) days following the Executive's actual knowledge of the event which the Executive determines constitutes Good Reason, the Executive notifies the Company in writing that the Executive has determined a Good Reason exists and specifies the event creating Good Reason, (ii) following receipt of such notice, the Company fails to remedy such event within thirty (30) days, and (iii) the Executive terminates his employment with the Company immediately following the expiration of such thirty-day (30) period. Both conditions must be met for the Executive to have a Good Reason to terminate the Executive's employment. View More

Good Reason. The same meaning set forth in any applicable employment agreement between a Participant and Markel or any Subsidiary, or, if no such agreement exists or if such term is not defined therein, means, unless and to the extent otherwise consented to by the Participant, the termination of the Participant's employment with Markel or any Subsidiary (or any successor thereto resulting from a Change in Control) (the "Company") which is initiated by the Participant and that occurs within 180 days after... any of the following events, provided the Participant has given the Company written notice of the event within 90 days after its initial occurrence, and the Company has not remedied the event within 30 days after receipt of written notice thereof given by the Participant View More

Good Reason. (A) the Company's removal of the Executive, without his consent, from the position with the Company (or a successor corporation) held on the Effective Date; (B) a material diminution, without his consent, of the duties or authority attendant to the Executive's position; (C) material failure of the Company to provide the Executive compensation and benefits in accordance with the terms of Section 2 hereof; (D) the Company's requirement that the Executive relocate his office more than thirty-five... (35) miles from the Executive's then-current office, without the Executive's consent; or (E) other material breach of this Agreement by the Company; provided that the events described in clauses (A) through (E) hereof shall constitute Good Reason only if the Company fails to cure such event within thirty (30) days after receipt from the Executive of written notice specifying the event which constitutes Good Reason. View More

Good Reason. Means, with respect to a Participant, any one of the following provided that the Participant has first provided written notice to the Company of the existence of such condition and the Company (or surviving corporation) has not remedied such condition within 30 days after the Participant's written notice is received by the Company and the Participant separates from service within one year following the initial existence of such condition: (i) any reduction in Participant's annual base salary... (except for salary decreases generally applicable to the Company's other similarly-situated employees); (ii) any material reduction in the Participant's target bonus level or bonus opportunities; (iii) Participant's duties or responsibilities are materially diminished (and not simply a change in title or reporting relationships); provided, however, that the Participant shall not have "Good Reason" to terminate if the Company is retained as a separate legal entity or business unit following the effective date of a Change of Control and the Participant holds the same position in such legal entity or business unit as the eligible employee held before the effective date of such Change of Control; (iv) in the event the Participant is a member of the Board, any failure of the Board or one if its committees to re-nominate the Participant for election to the Board; (v) any significant reduction, in the aggregate, in the employee benefit programs made available to the Participant other than a reduction in such employee benefit programs affecting all employees of the Company substantially equally; or (vi) the relocation without Participant's prior written approval of the Participant's principal office or place of business to a location that would cause an increase by more than twenty (20) miles in the Participant's one-way commuting distance from the Participant's principal personal residence to the principal office or business location at which the Participant is required to perform services, except for required travel for the Company's business to an extent substantially consistent with the Participant's prior business travel obligations. The determination under this Agreement that a Participant's termination is with or without Good Reason shall be made by the Company in good faith, and any such determination shall have no effect upon any determination of the rights or obligations of the Company (or an Affiliate) or the Participant for any other purpose. Participant's continued employment shall not constitute consent to, or a waiver of rights with respect to, any circumstances constituting Good Reason hereunder. View More

Good Reason. Means the occurrence of one or more of the following conditions arising without the consent of the Employee: (i) A material diminution in the Employee's annual base salary; (ii) A material diminution in the Employee's duties and responsibilities; or (iii) A material change in the geographic location at which the Employee must perform his duties. In order for a condition to constitute Good Reason, the Employee must provide written notice to the Company of the existence of the condition within... forty-five (45) days of the initial existence of the condition (or within forty-five (45) days following the Employee actually becoming aware of such condition, if later), upon receipt of such notice, the Company shall have a period of thirty (30) days during which it may remedy the condition. Furthermore, to constitute Good Reason, the Employee must voluntarily terminate employment with the Company within one hundred eighty (180) days following the initial existence of the condition (or within one hundred eighty (180) days following the Employee actually becoming aware of such condition, if later). The parties agree that "Good Reason" will not be deemed to have occurred merely because the Company becomes a subsidiary or division of another entity following a Change of Control. View More