Good Reason

Good Reason. Means Executive's resignation from all positions he or she then holds with the Company if (i) (A) there is a material diminution in Executive's duties and responsibilities with the Company; provided, however, that a change in title or reporting relationship will not constitute Good Reason; (B) there is a material reduction of Executive's base salary; provided, however, that a material reduction in Executive's base salary pursuant to a salary reduction program affecting all or substantially all... of the employees of the Company and that does not adversely affect Executive to a greater extent than other similarly situated employees shall not constitute Good Reason; or (C) Executive is required to relocate Executive's primary work location to a facility or location that would increase Executive's one-way commute distance by more than twenty-five (25) miles from Executive's primary work location as of immediately prior to such change, (ii) Executive provides written notice outlining such conditions, acts or omissions to the Company within thirty (30) days immediately following such material change or reduction, (iii) such material change or reduction is not remedied by the Company within thirty (30) days following the Company's receipt of such written notice and (iv) Executive's resignation is effective not later than thirty (30) days after the expiration of such thirty (30) day cure period. View More

Good Reason. The meaning assigned to such term in the Employment Agreement

Good Reason. 9.4

Good Reason. Has the meaning set forth in the CIC Severance Plan.

Good Reason. Is defined as: (1) a material diminution in the Officer's base compensation; (2) a material diminution in the Officer's authority, duties, or responsibilities; (3) a material diminution in the authority, duties, or responsibilities of the employee to whom the Officer is required to report, including a requirement that an Officer report to a corporate officer or employee instead of reporting directly to the Board (or similar governing body with respect to an entity other than a corporation); (4)... a material diminution in the budget over which the Officer retains authority; (5) a material change in the geographic location at which the Officer must perform the services; or (6) any other action or inaction that constitutes a material breach by the Company of any agreement under which the Officer provides services. In order to establish a "Good Reason" for terminating employment, an Officer must provide written notice to the Company of the existence of the condition giving rise to the Good Reason, which notice must be provided within 90 days of the initial existence of such condition, the Company must fail to cure the condition within 30 days thereafter, and an Officer's termination of employment must occur no later than one year following the initial existence of the condition giving rise to Good Reason. View More

Good Reason. The occurrence of any of the following events during the Employment Period: (a) a material diminution of the duties or responsibilities of the Employee; or (b) the assignment of the Employee to a worksite outside of a fifty (50) mile radius from the Employer's current headquarters; provided, however, that none of the foregoing events or conditions will constitute "Good Reason" unless: (i) Employee provides the Employer with written objection to the event or condition within thirty (30) days... following the occurrence thereof, (ii) the Employer does not reverse or otherwise cure the event or condition within thirty (30) days of receiving that written objection, and (iii) Employee resigns his employment within thirty (30) days following the expiration of that cure period View More

Good Reason. Unless otherwise provided for in an Award Agreement (i) a requirement that Participant permanently relocate to a place of business more than 100 miles from the location of the Company's principal offices; (ii) a material diminution in Participant's duties; or (iii) a material diminution or reduction in the Participant's responsibility or authority (including reporting responsibilities) in connection with the Participant's employment with the Company

Good Reason. Shall mean the occurrence of any of the following: (i) a material diminution in the Executive's title, duties or responsibilities (including reporting responsibilities), without his prior written consent, (ii) a reduction of the Executive's aggregate cash compensation (including bonus opportunities), benefits or perquisites, without his prior written consent, (iii) the Company requires the Executive, without his prior written consent, to be based at any office or location that requires a... relocation greater than 30 miles from Cleveland, Ohio, (iv) the Company's refusal to amend this Agreement to extend the Term or any renewal term for at least an additional year or enter into a new agreement with Executive on substantially similar terms as this Agreement without providing, in either case, the Executive severance benefits comparable to the severance benefits provided herein; or (v) any material breach of this Agreement by the Company View More

Good Reason. The occurrence of any of the following: (i) a material diminution or change in the Executive's title, position, duties or responsibilities (including reporting responsibilities), without his prior written consent, (ii) Executive is not re-elected to the Board, (iii) the Company requires the Executive, without his prior written consent, to be based at any specific office or location (iv) any material breach of this Agreement by the Company, or (v) there is a reduction of the Executive's... aggregate compensation (including bonus opportunities), or a change in Executive's benefits such that following such change, Executive's benefits are not substantially comparable to those to which he was entitled immediately prior to such change, in each case without his prior written consent or as contemplated by this Agreement. View More

Good Reason. Without the specific written consent of the Executive, any of the following: (i) a material and adverse change in Executive's status or position(s) as an officer or management employee of the Company, including, without limitation, any adverse change in his status or position as an employee of the Company as a result of a material diminution in his duties or responsibilities (other than, if applicable, any such change directly attributable to the fact that the Company is no longer publicly... owned) or the assignment to him of any duties or responsibilities which are materially inconsistent with such status or position(s) (other than any isolated and inadvertent failure by the Company that is cured promptly upon his giving notice), or any removal of Executive from or any failure to reappoint or reelect him to such position(s) (except in connection with Executive's termination other than for Good Reason); (ii) a 10% or greater reduction in Executive's aggregate base salary and targeted bonus, other than any such reduction proportionately consistent with a general reduction of pay across the executive staff as a group, as an economic or strategic measure due to poor financial performance by the Company; (iii) the failure by the Company or any successor to continue in effect any material employee benefit plan (excluding any equity compensation plan) in which the Executive is participating (or plans providing the Executive with similar benefits that are not materially reduced in the aggregate) other than as a result of the normal expiration of any such plan in accordance with its terms; or the taking of any action, or the failure to act, by the Company or any successor which would adversely affect the Executive's continued participation in any of such plans on at least as favorable a basis to him or which would materially reduce his benefits under any of such plans, or (iv) Company's requiring Executive to be based at an office that is both more than 50 miles from where his office is located and further from his then current residence. View More