Good Reason

Example Definitions of "Good Reason"
Good Reason. Means any act, decision or omission by the Company without the Executive's consent that: (A) reduces Executive's Annual Base Salary, Target Bonus or Travel and Housing Accommodation Monthly Allowance as in existence as of the date hereof or as of the date prior to any such change, whichever is more beneficial for Executive at the time of the act, decision, or omission by the Company; (B) materially diminishes the Executive's title, authority, duties, or responsibilities from the authority,... duties or responsibilities Executive has as the Company's chief executive officer; (C) Executive reporting to anyone other than the Board or, if the Company is acquired, the board of directors of the ultimate parent of the acquiring company; (D) the failure by a successor to assume this Agreement; (E) only if Executive has relocated to the Irvine, California area, either relocates the Executive's place of employment from Executive's Primary Work Location to any other location in excess of a forty (40) mile radius from the Executive's Primary Work Location or requires any such relocation as a condition to continued employment by Company or Successor Company; (F) requires Executive to relocate from Atlanta, GA, or (G) involves or results in any material breach of this Agreement by the Company or Successor Company, other than an isolated, insubstantial and inadvertent failure not occurring in bad faith and which is remedied by the Company promptly after receipt of written notice thereof given by the Executive. Notwithstanding the foregoing, no event shall constitute "Good Reason" unless (i) the Executive first provides written notice to the Company within ninety (90) days of the Executive's knowledge of event(s) alleged to constitute Good Reason, with such notice specifying the grounds that are alleged to constitute Good Reason, and (ii) the Company fails to cure such event(s) within thirty (30) days after Company's receipt of such written notice. View More Arrow
Good Reason. The Employee has complied with the "Good Reason Process" (hereinafter defined) following, the occurrence of any of the following events: (i) any significant change in the Employee's title, or position, or duties and responsibilities not initiated, or voluntarily agreed to by the Employee; (ii) any material involuntary decrease in base salary (other than any which may be assessed on a percentage basis to the Company's key management personnel as a whole); (iii) a permanent change in the... principal location at which the Employee provides services to the Company beyond fifty (50) miles from its current location; or (iv) any material breach of this Agreement by the Company. View More Arrow
Good Reason. That the Executive resigns from the Company following the occurrence of any of the following events or conditions, without the Executive's express written consent (which consent may be denied, withheld or delayed for any reason): (i) a material reduction in the Executive's duties, authority or responsibilities (except temporarily during the Executive's incapacity due to physical or mental illness); (ii) requiring the Executive to report to another corporate officer or employee instead of... directly to the [ ]; (iii) a material reduction by the Company in the Executive's annual base salary, annual bonus or incentive compensation opportunity as in effect as of the Effective Date or as the same maybe increased from time to time; (iv) the relocation of the Executive's principal place of employment to a location more than forty (40) miles from the Executive's principal place of employment immediately prior to his or her termination or the Company's requiring the Executive to be based anywhere other than such principal place of employment (or permitted relocation thereof); or (v) any action or inaction that constitutes a material breach by the Company of this Agreement. For "Good Reason" to be established, the Executive must provide written notice to the [ ] and the Company within ninety (90) days immediately following such alleged events, the Company must fail to materially remedy such event within thirty (30) days after receipt of such notice, and the Executive's resignation must be effective not later than one hundred twenty (120) days from the occurrence of the alleged triggering event, and must not be effective until after the expiration of the notice and cure periods described above. View More Arrow
Good Reason. A material diminution in the powers, responsibilities, duties or Base Salary of the Executive by the Employer, which condition remains uncured after the expiration of thirty (30) days following the delivery of written notice of the condition to the Employer by the Executive; (b) the failure of the Board of Directors to maintain the Executive's appointment to the offices of President and Chief Executive Officer of the Employer; or (c) a relocation of the Executive's principal office of... employment by more than fifty (50) miles; or (d) a material breach of the terms of this Agreement by the Employer, which breach remains uncured after the expiration of thirty (30) days following the delivery of written notice of such breach to the Employer by the Executive. The Executive must provide written notice to the Employer of the existence of a condition described in subsections (a), (b), (c) or (d) within 90 days of the initial existence of the condition and the Employer shall have 30 days to remedy the condition before the Employer is required to pay severance under Section 3 or Section 4, as applicable View More Arrow
Good Reason. Shall mean the occurrence of any of the following events: (a) a diminution in Executive's Base Salary of 10% or more, unless such reduction is part of an initiative that applies to and affects all similarly situated executive officers of the Company substantially the same and proportionately; (b) a material diminution in Executive's authority, duties, or responsibilities, or (c) a material breach by the Company of this Agreement, other than an isolated, insubstantial and inadvertent failure to... comply with this Agreement not occurring in bad faith. Notwithstanding the foregoing provisions of this Section 11(c) or any other provision in this Agreement to the contrary, any assertion by Executive of a termination of employment for "Good Reason" shall not be effective unless all of the following conditions are satisfied: (i) the condition described in Section 11(c) giving rise to Executive's termination of employment must have arisen without Executive's written consent; (ii) Executive must provide written notice of breach to the Company of such condition in accordance with Section 19 within 45 days of the initial existence of the condition; and (iii) the condition specified in the notice of breach must remain uncorrected for 30 days after receipt of the notice of breach by the Company. Any notice of breach shall be deemed void if the Company cures the matter giving rise to Good Reason under this Section 11(c) within 30 days of the receipt of the notice of breach. View More Arrow
Good Reason. The occurrence of any of the following without Employee's consent: (i) any reduction of Employee's Annual Base Salary (as defined in this Section 16); (ii) any reduction of Employee's Target Bonus Opportunity (as defined in this Section 16); (iii) a material reduction in Employee's title, authority, responsibilities or reporting relationship as in effect immediately prior to the Change of Control; (iv) the Company's material breach of any of its obligations to Employee under this Agreement; or... (v) the Company's requirement that in order to perform his obligations to the Company, Employee must relocate his residence to a location more than 50 miles from Employee's office location immediately prior to a Change in Control. A termination of Employee's employment by Employee shall not be deemed to be for Good Reason unless (x) Employee gives notice to the Company of the existence of the event or condition constituting Good Reason within 60 calendar days after such event or condition initially occurs or exists, and (y) the Company fails to cure such event or condition within 30 calendar days after receiving such notice. View More Arrow
Good Reason. Without Executive's written consent: (i) any material diminution in Executive's authority or responsibilities, including Executive no longer reporting only to the Board, (ii) any material reduction in Executive's Base Salary or Target Bonus opportunity (as such terms are defined in Executive's Employment Agreement), (iii) a requirement by the Company that Executive relocate more than fifty (50) miles from Los Angeles, California; or (iv) a material breach by the Company of any of its other... obligations contained in the Employment Agreement; provided, that Good Reason shall not occur unless Executive shall have (i) given a detailed written notice to the Company of any fact or circumstance believed by Executive to constitute Good Reason within ninety (90) days of the occurrence of such fact or circumstance, and (ii) given the Company thirty (30) days therefrom to cure such fact or circumstance and the Company shall have failed to so cure (it being understood that the Company cures the fact or circumstance giving rise to Good Reason, the notice of Good Reason shall be deemed rescinded and of no force or effect). View More Arrow
Good Reason. Unless otherwise defined in an award agreement, a Participant's resignation from his or her employment due to (a) a material reduction in the position or responsibilities of the Participant; (b) a material reduction in the Participant's annual base salary or a material reduction in the Participant's compensation arrangements or benefits (provided that variability in the value of stock-based compensation or in the compensation provided under the Plan (or any similar incentive plan adopted by the... Company from time to time) shall not be deemed to cause a material reduction in compensation); or (c) a relocation of the Participant's primary work location to a distance of more than seventy-five (75) miles from its location as of the date of this amendment and restatement of the Plan without the consent of the Participant, unless such relocation results in the Participant's primary work location being closer to the Participant's then primary residence or does not substantially increase the average commuting time of the Participant View More Arrow
Good Reason. Shall mean, in the context of a resignation by the Executive, a resignation that occurs within thirty days following the Executive's first having knowledge of any (i) material reduction in the Base Salary, (ii) material breach of this Agreement by the Company, (iii) material diminution of the Executive's authority, duties or title as Chief Operating Officer or responsibilities as Chief Operating Officer imposed by the Chief Executive Officer or the Board (other than in response to an event... constituting Cause), (iv) a material reduction in the Executive's annual Performance Bonus or equity compensation opportunity or (v) requirement that Executive relocate, without the Executive's consent, in excess of 25 miles beyond the geographic limits of Mountain View, California, Denver, Colorado or Oakwood Village, Ohio or such other location as has been established by the Company as its headquarters in consultation with the Executive; provided, however, with respect to subclause (i) above, that any reduction of the Base Salary that is consistent with general reductions in the base salaries of other executives of the Company as part of a plan to avoid insolvency of the Company or manage any financial distress or hardship of the Company shall not be deemed to constitute a material reduction in the Base Salary for purposes of this Section ‎9.2; and provided, further, with respect to subclause (ii) above, that in the case of a material breach, Good Reason shall only exist where the Executive has provided the Company with written notice of the breach within 30 days of the occurrence of the events constituting "Good Reason," the Company has failed to cure such breach within ten business days of such written notice of breach and the Executive actually resigns his employment within 45 days of the occurrence of the events constituting "Good Reason." View More Arrow
Good Reason. The occurrence of one or more of the following without your express written consent: (i) a reduction in your base salary by more than 10%; (ii) a material diminution of your authority, duties or responsibilities; or (iii) relocation of your principal workplace by more than thirty (30) miles. A condition shall not be considered "Good Reason" unless you give the Company written notice of such condition within ninety (90) days after such condition comes into existence and the Company fails to... remedy such condition within thirty (30) days after receiving your written notice. View More Arrow
All Definitions