Good Reason

Good Reason. For termination of the Grantee's employment for purposes of this Agreement means: (A) if the Grantee is a party to a Service Agreement immediately prior to such termination, and "good reason" is defined therein, then "Good Reason" shall have the meaning set forth in such Service Agreement, or (B) if the Grantee is not party to a Service Agreement immediately prior to such termination and/or the Grantee's Service Agreement does not define "Good Reason," then "Good Reason" shall mean the... occurrence of any of the following circumstances, without the Grantee's express written consent: (i) the material diminishment of Grantee's authority, duties or responsibilities; (ii) a material reduction in Grantee's annual base salary; or (iii) a material change in the geographic location at which the Grantee must perform services directly or indirectly to the Company and/or its Affiliates. Unless otherwise provided in a Service Agreement to which the Grantee is a party immediately prior to such termination, to constitute "good reason termination," the Grantee: (1) must provide written notice to the Company within thirty (30) days of the initial existence of the event constituting "Good Reason;" (2) may not terminate his employment unless the Company fails to remedy the event constituting "Good Reason" within thirty (30) days after such notice has been deemed given pursuant to this Agreement; and (3) must terminate employment with the Company no later than ten (10) days after the end of the thirty-day period in which the Company fails to remedy the event constituting "Good Reason." View More

Good Reason. The Employee shall have good reason to terminate employment with the Company if (i) the Employee's title, duties, responsibilities or authority is reduced or diminished from those in effect on the Change-in-Control Date without the Employee's written consent; (ii) the Employee's compensation is reduced; (iii) the Employee's benefits are reduced, other than pursuant to a uniform reduction applicable to all managers of the Company; or (iv) the Employee is asked to relocate his office to a place... more than 30 miles from his business office on the Change-in-Control Date. View More

Good Reason. For voluntary termination of employment following a Change in Control shall mean the occurrence of one or more of the following events, so long as you provided written notice to the Company of the event not later than thirty (30) days after it occurred and the condition resulting from the event has not been remedied by the Company within thirty (30) days after its receipt of such notice: (i) without your prior written consent, your then current annual base salary is reduced by 20% or more; (ii)... without your prior written consent, your place of employment is relocated more than fifty (50) miles from its location on the Grant Date; (iii) a material reduction in your duties or responsibilities as an employee; provided, however, that a change in your reporting relationship or a change in your title will not, by itself, be sufficient to constitute a material reduction in duties or responsibilities; or (iv) the Company materially breaches any provision of this Agreement or any employment agreement between you and the Company. Any of the foregoing events shall cease to be Good Reason if you do not terminate your employment within sixty (60) days after the event occurs. View More

Good Reason. If Executive resigns from employment with the Company as a result of one or more of the following reasons: (i) a material reduction in Executive's responsibilities, duties or authority, without Executive's express prior authorization which shall not be unreasonably withheld, delayed or conditioned; (ii) any failure by the Company to provide, or a material reduction in, any compensation or benefits, including any perquisites, to which Executive is entitled as of the Effective Date (including... with respect to Executive's travel in the conduct of business) and/or that are agreed to be provided under this Agreement; (iii) any requirement that Executive's principal office be based more distant than fifty (50) miles from Kansas City, Kansas; (iv) any material breach by the Company of this Agreement; or (v) the failure of the Company to obtain an assumption in writing of its obligation to perform this Agreement by any successor to all or substantially all of the assets of the Company within forty-five (45) days after a Change of Control; provided that written notice of Executive's resignation for Good Reason must be delivered to the Company within fifteen (15) days after the occurrence of any such event in order for Executive's resignation with Good Reason to be effective hereunder; and provided further that, in order for Executive's resignation for Good Reason to be effective hereunder, the Company must not have cured such event (if curable) within thirty (30) days after receiving written notice thereof, or if the event cannot be reasonably cured within such thirty (30) days, the cure period shall be extended for such reasonable time as is necessary to effect a cure as long as the Company begins to take reasonable steps to cure the event within the first thirty (30) days. View More

Good Reason. To resign his employment upon the occurrence of any of the following without the Executive's prior written consent: (i) failure of the Company to continue the Executive in the position of, and with the titles of, Vice President – Associate General Counsel; (ii) a material diminution or undue dilution in the nature or scope of the Executive's employment responsibilities, duties or authority, a material interference with the discharge of the Executive's responsibilities, duties or authority or... the assignment to the Executive of duties or responsibilities that are materially and adversely inconsistent with his then position; (iii) relocation of the Company's executive offices more than 35 miles from New York City, or any requirement that the Executive relocate from his residence from the place existing on the Effective Date; (iv) failure of the Company to timely make any material payment or provide any material benefit under this Agreement, or the Company's reduction of any compensation or equity or any material reduction of any benefits that the Executive is eligible to receive under this Agreement; or (v) the Company's material breach of this Agreement; provided, however, that notwithstanding the foregoing the Executive may not resign his employment for Good Reason unless: (x) the Executive provides the Company with at least 30 days prior written notice of his intent to resign for Good Reason (which notice is provided not later than the 90th day following the date on which the Executive becomes aware of the occurrence of the event constituting Good Reason), and (y) the Company does not remedy the alleged violation(s) within such 30-day period; and, provided, further, that notwithstanding the foregoing if the Executive is suspended pursuant to Section 6(b), such suspension (and any corresponding diminution of the Executive's title, duties or compensation, or other change to the Executive's employment arrangements described hereunder) shall not, in and of itself, give the Executive Good Reason to resign his employment View More

Good Reason. (b) "Good Reason" means: (i) a material reduction in Executive's base salary; (ii) a material reduction in Executive's target annual bonus opportunity; (iii) a relocation of Executive's principal place of employment by more than fifty (50) miles; (iv) the Company's failure to obtain an agreement from any successor to the Company to assume and agree to perform the obligations under this Agreement in the same manner and to the same extent that the Company would be required to perform, except... where such assumption occurs by operation of law; or (v) a material, adverse change in Executive's title, reporting relationship, authority, duties or responsibilities (other than temporarily while Executive is physically or mentally incapacitated or as required by applicable law). Executive cannot terminate his employment for Good Reason unless he has provided written notice to the Company of the existence of the circumstances providing grounds for termination for Good Reason within thirty (30) days of the initial existence of such grounds and the Company has had at least thirty (30) days from the date on which such notice is provided to cure such circumstances, if curable. If Executive does not terminate his employment for Good Reason within ninety (90) days after the first occurrence of the applicable grounds, then Executive will be deemed to have waived his or her right to terminate for Good Reason with respect to such grounds. View More

Good Reason. Any of the following without the express written consent of the Executive: (i) a material reduction in the Executive's duties, responsibilities, or status with the Bank; (ii) a material diminution in the Executive's authority, duties or responsibilities or a change in her position such that she ceases to hold the title of, or serve in the role as, Sr. Executive Vice President, Chief Financial Officer and Chief Accounting Officer of the Company or any successor; (iii) a material reduction in the... Executive's base salary; (iv) a change in the primary location at which the Executive is required to perform the duties of her employment to a location that is more than fifty (50) miles from the location at which her office is located on the date of the Change in Control; or (v) the Bank's material breach of this Agreement. If an event of Good Reason occurs during the Term, the Executive may, at any time within the ninety (90) day period following such event, provide the Bank with a notice of termination specifying the event of Good Reason and notifying the Bank of her intention to initiate a Termination of Employment if the Bank fails to correct the event of Good Reason within thirty (30) days following receipt of the Executive's notice of termination. If the Bank fails to correct the event of Good Reason within such thirty (30) day period, then the Executive may deliver a notice of Termination of Employment for Good Reason at any time within the sixty (60) days following the expiration of such cure period. View More

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 reduction of Executive's authority or responsibilities, relative to Executive's authority or responsibilities in effect immediately prior to such reduction, or a change in the Executive's reporting position such that Executive no longer reports directly to the... officer position or its functional equivalent to which Executive was reporting immediately prior to such change in reporting position (unless Executive is reporting to the comparable officer position of the parent corporation in a group of controlled corporations following a Change of Control); (ii) A material reduction in Executive's base salary or target annual incentive ("Base Compensation") as in effect immediately prior to such reduction, unless the -7- Company (or Executive's employer or the parent corporation in a group of controlled corporations following a Change of Control) also similarly reduces the Base Compensation of all other employees of the Company (or Executive's employer or the parent corporation in a group of controlled corporations following a Change of Control) with positions, duties and responsibilities comparable to Executive's; (iii) A material change in the geographic location at which Executive must perform services (in other words, the relocation of Executive to a facility that is more than thirty-five (35) miles from Executive's current location); (iv) Any purported termination of the Executive's employment for "Cause" without first satisfying the procedural protections, as applicable, required by the definition of "Cause" set forth in that definition; or (v) The failure of the Company to obtain the assumption of the Agreement by a successor and/or acquirer and an agreement that Executive will retain the substantially similar responsibilities in the acquirer or the merged or surviving company as he or she had prior to the transaction. The notification and placement of Executive on administrative leave pending a potential determination by the Board that Executive may be terminated for Cause will not constitute Good Reason. Executive will not resign for Good Reason without first providing the Company with written notice within sixty (60) days of the event that Executive believes constitutes "Good Reason" specifically identifying the acts or omissions constituting the grounds for Good Reason and a reasonable cure period of not less than thirty (30) days following the date of such notice. View More

Good Reason. A termination by Executive of his employment hereunder upon the occurrence of any of the following events taking place without Executive's prior written approval: (a) a Change in Control (as defined below) of the Company; (b) the required relocation of the place at which Executive must render a majority of his ordinary duties for the Company to more than 35 miles from New York City, New York; (c) any material diminution in the Executive's title, authority or responsibilities, provided such... diminution of the Executive's authority or responsibilities does not result from the Executive's inadequate job performance; (d) any reduction, in the Executive's Base Salary (as defined below) or (e) a material breach by the Company of any of its obligations contained in this Agreement, provided that, to the extent an act or omission giving rise to a material breach is reasonably susceptible to cure, the Company shall be given a reasonable opportunity, not to exceed thirty (30) days, after written notice by the Executive to the Company to cure such act or omission. For purposes of this Agreement, "Change in Control" shall mean the occurrence of any of the following: (i) the consummation of any transaction, or a series of transactions (including, without limitation, any merger or consolidation) the result of which is that one person (or more than one person acting as a group) becomes the beneficial owner, directly or indirectly, of more than 50% of the total voting power of the stock of Asta; provided that, this clause (i) shall not apply to any beneficial ownership of Asta stock by Gary Stern, his immediate family members or trusts or other entities controlled by the foregoing; (ii) a majority of the members of the Asta Board are replaced by directors whose nomination, appointment or election is not approved by a majority of the Asta Board as of the date hereof or by directors subsequently approved by a majority of the Asta Board as of the date hereof; (iii) the direct or indirect sale, transfer, conveyance or other disposition, in one or more series of related transactions, of all or substantially all of Asta's and its subsidiaries' assets, taken as a whole; or (iv) the adoption of a plan providing for Asta's liquidation or dissolution. View More

Good Reason. (i) a material diminution in your authority, duties, responsibilities or reporting lines from her authority, duties, responsibilities or reporting lines immediately prior to the Change of Control; (ii) a material reduction in your base salary (other than that which results in a base salary reduction of no more than ten percent (10%) in the aggregate from your highest base salary and is proportional to reductions of other senior executives) or target annual bonus opportunity; (iii) a material... change in your place of business (provided, however, that travel for business purposes consistent with past practices shall not be considered a change in the place of business for the purpose of this clause (iii)); or (iv) a material breach by the Company of any agreement under which you provide services to the Company, or any plan of incentive compensation; 3 provided, that the occurrence of any of the events listed in clauses (i) through (iv) shall not mean "Good Reason" (x) unless you shall have given notice of the event to the Company within ninety (90) days after it first existed, (y) the Company shall have failed to remedy the condition within thirty (30) days after the notice, and (z) you actually terminate employment within thirty (30) days after the expiration of the Company's cure period. View More