Good Reason

Good Reason. Voluntary resignation within six (6) months after any of the following actions are taken by the Company or any of its subsidiaries or affiliates without the Employee's consent: (i) any material breach of any provision of this Agreement or any other agreement between the Company and any of its subsidiaries or affiliates and the Employee; (ii) a material diminution in the responsibilities or authority of the Employee and which is materially inconsistent with the Employee's position other than (1)... in connection with the termination of the Employee's employment for Cause, (2) temporarily while the Employee is physically or mentally incapacitated or (3) as required by applicable law; (iii) a material diminution in the annual base salary or bonus to be paid to the Employee (other than a general reduction that affects all similarly situated employees in substantially the same proportions); or (iv) a relocation of the Employee's principal place of employment by more than 50 miles; provided, however, that none of the foregoing events shall constitute Good Reason unless the Employee shall have notified the Company in writing describing the event(s) which constitute Good Reason within thirty (30) days of the Employee's knowledge of the event and then only if the Company shall have failed to cure such event(s) within thirty (30) days after the Company's receipt of such written notice. View More

Good Reason. (a) any involuntary and material reduction in Executive's Base Salary; (b) any involuntary and material diminution of Executive's reporting responsibilities, titles and offices, and removal of Executive from such position which has the effect of materially diminishing Executive's responsibility and authority; (c) the Board requiring the Executive to be based at any office or location other than facilities within 50 miles of Minneapolis, Minnesota; or (d) any material breach of any contract... entered into between the Executive and the Company or an affiliate of the Company, including this Agreement, which in any such event is not remedied by Company within 30 days after receipt of notice thereof given by the Executive within 90 days after such event occurs; provided, that any refusal of the Company to agree to other business activities of Executive pursuant to Section 4.3 will not constitute Good Reason. View More

Good Reason. Shall have the meaning set forth in the CIC Plan. However, none of the foregoing events or conditions will constitute Good Reason unless: (x) Executive provides the Company with written objection to the event or condition within ninety (90) days following the occurrence thereof, (y) the Company does not reverse or otherwise cure the event or condition within thirty (30) days of receiving that written objection, and (z) Executive terminates his employment within thirty (30) days following the... expiration of that cure period. View More

Good Reason. The occurrence, without your written consent, of any of the following events: (A) a material reduction in the nature or scope of your responsibilities, duties or authority from those contemplated as a Board member or CEO of publicly-held company similar in size to SMART, (B) causing or requiring you to report to any person other than the Board, (C) the relocation of your primary office to a location that is not within a fifty (50) mile radius of SMART's offices in Newark, California, (D) a... material reduction in the disability or death benefits provided to you, other than a reduction of not more than 10% that applies to all executives generally, (E) a material reduction in the health benefits provided to you, other than a reduction that applies to all executives generally, (F) if (and only if) your salary or bonus opportunity increase to a meaningful level (of at least $500,000 annually or more), a material reduction in your salary or bonus opportunity, other than a reduction of not more than 10% that applies to all executives generally, or (G) the Company's material violation of a material provision of this offer letter (or any other material provision of a material agreement between you and the Company or any of its affiliates (the "Company Group")); provided, that any such event described in (A) through (G) above shall not constitute Good Reason unless you deliver to the Board a Notice of Termination for Good Reason within ninety (90) days after you first learn of the existence of the circumstances giving rise to Good Reason, and within thirty (30) days following the delivery of such Notice of Termination for Good Reason, SMART has failed to cure the circumstances giving rise to Good Reason and following such failure to cure, you resign your employment within thirty (30) days thereof. View More

Good Reason. Means, without the Executive's written consent, (i) the assignment to the Executive of duties inconsistent with the duties of Senior Vice President, Planning and Business Development and as described on Schedule A hereto; (ii) a reduction in the Executive's Salary, Bonus or other benefits, except as part of a Company-wide reduction in compensation and/or benefits for employees (provided that the Executive's reduction is consistent, on a proportional basis, with the reductions imposed on all of... the Company's executive officers); (iii) the relocation of the Executive to an office more than fifty (50) miles from his office in Glencoe, Illinois; or (iv) any other material breach by the Company of the provisions hereof; provided, however, that none of the foregoing events shall constitute Good Reason unless (1) the Executive gives notice of termination to the Company specifying the condition or event constituting Good Reason within sixty (60) days of the existence thereof; (2) the Company fails to cure the condition or event constituting Good Reason within thirty (30) days following receipt of the Executive's notice; and (3) the Executive actually terminates his employment within thirty (30) days of the end of the cure period. View More

Good Reason. For termination by the Optionee of his or her employment means the occurrence, without the Optionee's express written consent, of any one of the following: (i) a material diminution in the Optionee's base compensation, (ii) a material diminution in the Optionee's authority, duties or responsibilities, (iii) a material diminution in the budget over which the Optionee retains authority, or (iv) a material change in the geographic location at which the Optionee must perform the services.

Good Reason. If, without Executive's express written consent, the following occurs: (i) a material diminution in the nature or scope of the Executive's duties, responsibilities, authority, powers or functions as compared to the Executive's duties, responsibilities, authority, powers or functions immediately prior to the Change of Control; (ii) if the Executive is no longer (a) an executive officer of a publicly-traded company, or (b) a Section 16 reporting person under the 1934 Act; (iii) a reduction in the... Executive's Annual Salary; or (iv) the relocation of Executive's office at which he is to perform his duties and responsibilities hereunder to a location more than sixty (60) miles from Seattle, Washington. View More

Good Reason. What the term is expressly defined to mean in a then-effective written agreement (including an Agreement) between a Participant and the Company or any Affiliate or, in the absence of any such then-effective agreement or definition and subject to the last sentence of this definition, means with respect to any Participant any of the following events that has not been consented to by the Participant: (1) A material reduction or diminution in the Participant's job responsibilities, authority or... duties, or in the job responsibilities, authority or duties of the supervisor to whom the Participant is required to report, but a mere change in title alone or reassignment to a substantially similar position will not constitute Good Reason; (2) A material reduction in the Participant's base compensation in the absence of a similar general reduction of the base compensation of similarly situated Service Providers; or (3) The relocation of the Participant's primary work location, on a permanent basis, to a location that is more than 50 miles from the Participant's primary work location immediately prior to such change. The foregoing events will only be considered "Good Reason" for a Participant to voluntarily resign from his or her position as Service Provider if, following the occurrence of one or more of the foregoing events, the Participant (i) provides written notice to the Company or its applicable Affiliate of the event(s) constituting Good Reason within 30 days after the first occurrence of such event(s), (ii) the Company or its applicable Affiliate fails to reasonably cure such event(s) within 30 days after receiving such notice, and (iii) the Participant's termination of his or her status as a Service Provider is effective not later than 30 days after the end of the period in which the event(s) may be cured View More

Good Reason. Termination by Participant of Participant's employment upon the occurrence of one of the following events or conditions without the consent of Participant: (i) A material reduction in the authority, duties or responsibilities of Participant; (ii) Any material reduction in Participant's Annual Base Salary or Target Annual Bonus as set forth in the Employment Agreement; or (iii) Any material breach of the Employment Agreement by the Company. Notwithstanding the foregoing, Participant shall not be... deemed to have terminated his employment for Good Reason unless: (i) Participant terminates his employment no later than ninety (90) days following his initial discovery of the above referenced event or condition which is the basis for such termination; and (ii) Participant provides to the Company a written notice of the existence of the above referenced event or condition which is the basis for the termination within forty-five (45) days following Participant's initial discovery of such event or condition, and the Company fails to remedy such event or condition within thirty (30) days following the receipt of such notice View More

Good Reason. Termination by Optionee of his employment upon the occurrence of one of the following events or conditions without the consent of the Optionee: (i) A material reduction in the authority, duties or responsibilities of the Optionee; (ii) Any material reduction in the Optionees's Annual Base Salary or Target Annual Bonus as set forth in the Employment Agreement; or (iii) Any material breach of the Employment Agreement by the Company. Notwithstanding the foregoing, Optionee shall not be deemed to... have terminated his employment for Good Reason unless: (i) Optionee terminates his employment no later than ninety (90) days following his initial discovery of the above referenced event or condition which is the basis for such termination; and (ii) Optionee provides to the Company a written notice of the existence of the above referenced event or condition which is the basis for the termination within forty-five (45) days following his initial discovery of such event or condition, and the Company fails to remedy such event or condition within thirty (30) days following the receipt of such notice View More