Good Reason

Good Reason. The occurrence of any of the following, without your consent (i) a material diminution in your duties, authority, responsibilities or title or a change in your reporting relationship as a result of which you are no longer reporting to the Company's Chief Executive Officer, (ii) a reduction in your then current salary or bonus target opportunity percentage, (iii) the Company's material breach of this Agreement; or (iv) the relocation of your principal place of employment to a location which is... more than 50 miles from its current location; provided that (A) you have given written notice to the Company of the facts and circumstances that form the basis for a resignation for Good Reason within 30 days following your knowledge of such facts and circumstances, (B) the Company does not remedy the circumstances constituting Good Reason within 30 business days after receipt of such notice to cure, which cure in the event that it relates to subsection (ii) shall include a retroactive adjustment in compensation, and (C) you resign within 120 days following your knowledge of such facts and circumstances. View More

Good Reason. Shall mean that term (or its functional equivalent) only as defined in an Employment Agreement.

Good Reason. (i) a material adverse change in Participant's position, authority, duties or responsibilities, (ii) a reduction in the Participant's base salary or the taking of any action by the Company that would materially reduce the Participant's target bonus opportunities, (iii) a diminution of the Participant's employee benefits (including but not limited to medical, dental, life insurance and long-term disability plans) or (iv) the relocation of the principal executive offices by more than 50 miles... from where such offices are located View More

Good Reason. Means Executive's resignation within thirty (30) days following the expiration of any Company cure period (discussed below) following the occurrence of one or more of the following, without Executive's consent: (i) a significant reduction of Executive's duties, authority or responsibilities, relative to Executive's duties, authority or responsibilities as in effect immediately prior to such reduction, or the assignment to Executive of such reduced duties, authority or responsibilities, provided... that any determination as to whether a significant reduction of Executive's duties, authority or responsibilities or the assignment to Executive of reduced duties, authority or responsibilities has occurred will relate to changes from, and as compared to, Executive's duties, authority or responsibilities as in effect immediately following the Effective Date; (ii) a substantial reduction, without good business reasons, of the facilities and perquisites (including the office space and location made available to Executive immediately following the Effective Date) available to Executive immediately prior to such reduction; (iii) a material reduction by the Company in Executive's Base Salary as in effect immediately prior to such reduction; (iv) a material reduction by the Company in the kind or level of employee benefits, including bonuses, to which Executive was entitled immediately prior to such reduction, with the result that Executive's overall benefits package is significantly reduced; (v) the relocation of Executive to a facility or location more than fifty (50) miles from Executive's then present location, (vi) any purported termination of Executive by the Company which is not effected for Disability or Cause, or any purported termination for which the grounds relied upon are not valid; or (vii) any act or set of facts or circumstances which would, under California case law or statute constitute a constructive termination of Executive. In order for an event to qualify as Good Reason, Executive must not terminate employment with the Company without first providing the Company with written notice of the acts or omissions constituting the grounds for "Good Reason" within ninety (90) days of the initial existence of the grounds for "Good Reason" and a reasonable cure period of not less than thirty (30) days following the date of such notice, and such grounds must not have been cured during such time. View More

Good Reason. Means any of the following actions if taken without the Executive's prior written consent: (i) any material failure by the Company to comply with its obligations under Paragraph 5 (Compensation and Related Matters), or Paragraph 13 (Assumption by Successor); (ii) a reduction in the Executive's responsibilities or duties except in accordance with the terms of this Agreement; (iii) any relocation of the Executive's principal place of business of 25 miles or more from the principal place of... business existing as of the date hereof; (iv) assignment by the Company of duties that are inconsistent with the Executive's role; (v) the reduction in title of the Executive; or (vi) requiring Executive to travel in excess of twenty (20) days each quarter. View More

Good Reason. Means, with respect to the Executive, the occurrence, without the Executive's consent, of any one or more of the following events: (i) a material diminution in the Executive's base salary; (ii) a material diminution in the Executive's authority, duties, or responsibilities; (iii) a relocation of the Executive's principal place of employment more than fifty (50) miles from its then current location; or (iv) any other action or inaction that constitutes a material breach by the Company of the... Executive's employment agreement, if any. The Executive must provide notice to the Company of the existence of any one or more of the conditions described in subparagraphs (i) through (iv) above within sixty (60) days of the initial existence of the condition, upon the notice of which the Company will have a period of thirty (30) days during which it may remedy the condition before the condition gives rise to Good Reason and, if such condition is not cured within the applicable cure period, the Executive's Termination Date will occur on the expiration of such cure period. View More

Good Reason. (a) a material diminution of the executive level responsibilities that you assumed at the time you commenced performing the duties of the position of Chief Financial Officer; (b) a change in your title; (c) a change in reporting structure such that you no longer report to the President or Chief Executive Officer; (d) a move of 50 miles or more of the office at which you report; (e) a reduction in the rate of your base salary, or failure by the Company to pay other material compensation due and... payable to you in connection with your employment; or (f) a material breach by the Company of this letter or any employee benefit plan which materially and adversely affects you. View More

Good Reason. Means a Participant's termination of employment with the Company as a result of any of the following events: (i) the Company materially reducing the Participant's base compensation; (ii) the Company materially reducing the Participant's authority, duties, responsibilities or, with respect to any individual that is subject to Section 16 of the Exchange Act or a Senior Vice-President on the date such individual executes a Retention Award Agreement, the Participant's upward reporting relationship... so that the Participant no longer reports solely and directly to the Chief Executive Officer of the Company; or (iii) the Company's moving the Participant's primary office to a location more than forty (40) miles away from the Participant's then current primary office. The Participant must provide the Company written notice of Good Reason within ninety (90) days after the condition(s) justifying such termination of employment arise(s). Upon receiving such notice, the Company shall have thirty (30) days to cure the condition(s) justifying the Participant's termination of employment for Good Reason, if curable. If such condition(s) are not cured within such period, the termination of employment for Good Reason shall be effective on the 31st day following receipt of the notice. View More

Good Reason. For purposes of this Agreement, Vice President shall have "Good Reason" for resignation of employment with the Company if any of the following actions are taken by the Company without Vice President's prior written consent: (a) a material reduction in Vice President's Base Salary, unless the reduction is proportional to an across-the-board decrease affecting all senior Vice Presidents; or (b) a material reduction in Vice President's duties and responsibilities. Notwithstanding the foregoing,... the Company may change Vice President's duties and responsibilities to fit the needs of the Company so long as such change(s) do not materially reduce Vice President's duties to the Company. In order to resign for Good Reason, Vice President must provide written notice to the Company's Board within 30 days after the first occurrence of the event giving rise to Good Reason setting forth the basis for Vice President's resignation, allow the Company at least 30 days from receipt of such written notice to cure such event, and if such event is not reasonably cured within such period, Vice President must resign from all positions Vice President then holds with the Company not later than 90 days after the expiration of the cure period. View More

Good Reason. Good Reason as defined in the offer letter, dated November 16, 2018, by and between Participant and the Company.