Termination For Good Reason

Termination For Good Reason. Means a termination by Optionee of Optionee's employment with the Company or any of its subsidiaries in connection with or based upon and within ninety (90) days of one of the following events (occurring in the absence of Optionee's signed written consent): (i) reduction of Optionee's base salary or annual bonus percentage opportunity in such a manner so that Optionee will not be entitled to receive substantially the same base salary and annual bonus opportunity, other than as a result of a... general across the board salary reduction applicable to all senior executives of the Company or any of its subsidiaries; (ii) relocation of Optionee's primary place of work by more than fifty (50) miles; or (iii) any material diminution in Optionee's duties, roles, title, reporting lines or responsibilities, which shall not include removal as a member of the Board or any similar governing body of any subsidiary of the Company, failure to be reelected as Chairman of the Board or any similar governing body of any subsidiary of the Company or failure to be reelected as a member of the Board or any similar governing body of any subsidiary of the Company, in each of cases (i) through (iii), which is not cured within thirty (30) days following the Company's or the applicable subsidiary's receipt of written notice from Optionee describing the event giving rise to such Termination For Good Reason, and provided that Optionee terminates employment within thirty (30) days after the end of such cure period. View More

Termination For Good Reason. Unless defined otherwise in the applicable Employment Agreement, the termination by Optionee of Optionee's employment with the Company or any subsidiary with written notice to the Company within 90 days following the occurrence, without Optionee's consent, of any of the following events (after failure of the Company or any Subsidiary to cure in thirty (30) days): (i) the reduction of Optionee's position from that of an executive level position with the Company or any Subsidiary, (ii) a decrease... in Optionee's base salary or target annual bonus, other than in the case of a decrease for a majority of similarly situated executives of the Company or any Subsidiary, (iii) a reduction in Optionee's participation in the Company's or any Subsidiary's benefit plans and policies to a level materially less favorable to the Optionee, unless such reduction applies to a majority of the similarly situated executives of the Company or any Subsidiary, or (iv) the announcement of the relocation of Optionee's primary place of employment to a location 50 or more miles from the current headquarters or, if the Optionee is not currently based at the Company's current headquarters, Optionee's primary place of employment as of the Effective Date. View More

Termination For Good Reason. The termination of the Executive's employment with the Company by the Executive based on any of the following circumstances, if, within the six (6) month period preceding the Executive's termination, the Executive notified the Company in writing of such circumstances within ninety (90) days of occurrence and the Company did not remedy such circumstances within thirty (30) days thereafter: (i) a material demotion or diminution in the Executive's authority, duties or responsibilities without the... Executive's consent; (ii) the Company requiring the Executive to be based at any place other than a location within a fifty (50) mile radius of the Executive's work location as of the Effective Date without the Executive's consent, except for reasonably required travel on the Company's business; or (iii) any action or inaction that constitutes a material breach by the Company of this Agreement View More

Termination For Good Reason. Shall mean a termination by Employee of Employee's employment with the Company due to the occurrence of any of the following, without the express written consent of Employee, after the occurrence of a Potential Change in Control or a Change in Control: (1) (i) The assignment to Employee of any duties inconsistent in any material adverse respect with Employee's position, authority or responsibilities as in effect immediately prior to a Potential Change in Control or a Change in Control, or (ii)... any other material adverse change in such position, including (A) titles, authority, responsibilities, status, powers or functions, (B) the position to which Employee reports or the principal departmental functions that report to Employee, or (C) the budget over which Employee retains authority, which, in the case of any officer of Parent, shall be deemed to have occurred unless, following the Change in Control Date, Employee holds such position or positions with the Parent Successor that are substantially comparable to the position or positions held by Employee with Parent immediately prior to the Change in Control Date (or, if higher, immediately prior to the occurrence of a Potential Change in Control); provided that there shall be excluded for the purpose of this subparagraph (1) any isolated, insubstantial and inadvertent action remedied promptly after receipt of notice thereof given by Employee; (2) Any failure by the Company or the Parent Successor, other than an insubstantial or inadvertent failure remedied within 30 days after receipt of notice thereof given by Employee, to provide Employee with an annual Base Salary which is at least equal to the Base Salary payable to Employee immediately prior to the Change in Control Date (or, if higher, immediately prior to the occurrence of a Potential Change in Control) or, if more favorable to Employee, at the rate made available to Employee at any time thereafter (the "Protected Base Salary"); (3) Any failure by the Company or the Parent Successor, other than an insubstantial or inadvertent failure remedied within 30 days after receipt of notice thereof given by Employee, to provide Employee with a reasonably achievable opportunity (determined in a manner consistent with the Company's practices prior to the Change in Control) to receive an annual bonus ranging from 100%, at targeted levels of performance, to 200%, at superior levels of performance, of Employee's Target Bonus; (4) Any failure by the Company or the Parent Successor, other than an insubstantial or inadvertent failure remedied within 30 days after receipt of notice thereof given by Employee, to provide Employee with annual awards of long-term incentive compensation that have a value (using the same valuation methodologies used for valuing long-term incentive compensation awards of a similar type made to senior officers of Parent and, if applicable, the Parent Successor) at least equal to the average dollar value assigned thereto by the Company at the date of grant of the last three annual long-term incentive compensation awards (including, without limitation, equity and equity-based awards) granted to Employee in respect of Employee's employment with the Company immediately preceding such failure (or if Employee has received less than three such annual grants, the average of the value of the number of grants received by Employee prior to the Change in Control Date); (5) Any failure by the Company or the Parent Successor, other than an insubstantial or inadvertent failure remedied within 30 days after receipt of notice thereof given by Employee, to permit Employee (and, to the extent applicable, Employee's dependents) to participate in or be covered under all pension, retirement, deferred compensation, savings, medical, dental, health, disability, group life, accidental death and travel accident insurance plans and programs at a level that is at least as favorable to Employee, in the aggregate, as the benefits provided under the plans of the Company and its affiliated companies prior to the Change in Control Date (or, if more favorable to Employee, at the level made available to Employee or other similarly situated officers at any time thereafter); or (6) The Company or Parent Successor requires (or notifies Employee in writing that it will require) Employee to be based at any office or location more than 50 miles from that location at which Employee principally performed services for the Company immediately prior to the Change in Control Date, except for travel reasonably required in the performance of Employee's responsibilities to an extent substantially consistent with Employee's business travel obligations immediately prior to the Change in Control; (7) If, not later than the Change in Control Date, any Parent Successor shall have failed to agree in writing to assume and perform this Agreement as required by paragraph 7(h) hereof. 4 For purposes of this definition, any determination made by Employee that an event or events give rise to a right to Termination for Good Reason shall be presumed to be valid unless such determination, pursuant to paragraph 7(b), is deemed by an arbitrator to be unreasonable and not to have been made in good faith by Employee. 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Termination For Good Reason. Unless otherwise provided in an Award Agreement or an individual severance or employment agreement to which the Employee is a party, Termination of Employment by an Employee on account of any of the following: (i) a material reduction in the Employee's total compensation; (ii) a material reduction in the Employee's annual or long-term incentive opportunities (including a material adverse change in the method of calculating the Employee's annual or long-term incentives); (iii) a material... diminution in the Employee's duties, responsibilities, or authority; or (iv) a relocation of more than 50 miles from the Employee's office or location, except for travel reasonably required in the performance of the Employee's responsibilities. View More

Termination For Good Reason. A termination of Employee's employment by Employee due to the occurrence of any of the following, without the express written consent of Employee, which Company does not cure within fifteen (15) days after receiving written Notice from Employee specifying the facts and circumstances which form the basis for the Notice (see Section 7, below): (1) The assignment to Employee of any duties materially inconsistent in any material adverse respect with Employee's position, authority or... responsibilities as in effect immediately prior such assignment or change; (2) A material reduction in Employee's Base Salary in effect immediately prior to such reduction; (3) Any failure by the Company, other than an insubstantial or inadvertent failure remedied by the Company promptly after receipt of notice thereof given by Employee, to provide Employee with the agreed on annual Base Salary for Employee; or (4) If, not later than the Change in Control Date, any successor in interest to the Company shall have failed to agree in writing to assume and perform this Agreement as required by paragraph 7(f) hereof View More

Termination For Good Reason. Means (i) a material diminution in Optionee's title, duties, authorities, or reporting responsibilities, without Optionee's prior consent or (ii) a reduction of Optionee's base salary without Optionee's prior consent. Notwithstanding the foregoing, no event described in the preceding sentence shall constitute Termination for Good Reason unless Optionee gives the Company notice of the event within the sixty (60) day period following the occurrence of such event and the Company fails to cure the... event within thirty (30) days of receipt of such notice. In the event that the Optionee is party to an employment, severance or similar agreement with the Company or any of its subsidiaries and such agreement contains a definition of "Termination for Good Reason" or "Good Reason," as the case may be, the definition of "Termination for Good Reason" set forth above shall be deemed replaced and superceded, with respect to such Optionee, by the definition of "Termination for Good Reason" or termination for "Good Reason," as the case may be, contained in such employment agreement. View More

Termination For Good Reason. For purposes of this Agreement, "Termination for Good Reason" shall mean a termination by the Executive in accordance with the "Good Reason Process" (defined below), if any of the following occurs without the Executive's express written consent: (i) a material reduction in the Executive's Base Salary or benefits provided to the Executive (other than a reduction or elimination of the Executive's benefits under one or more benefit plans maintained by the Company as part of a good faith, overall... reduction or elimination of such plans or benefits applicable to all participants in a manner that does not discriminate against the Executive (except as such discrimination may be necessary to comply with applicable law)); 2 (ii) a material reduction in the Executive's authority, duties or responsibilities from the position and attributes associated with the Executive Position; (iii) a relocation of the Executive's principal place of employment by more than thirty-five (35) miles from the Company's main office location as of the date of this Agreement; or (iv) a material breach of this Agreement by the Company. "Good Reason Process" shall mean that (i) the Executive reasonably determines in good faith that a "Good Reason" condition has occurred; (ii) the Executive notifies the Company in writing of the first occurrence of the Good Reason condition within sixty (60) days of the first occurrence of such condition; (iii) the Executive cooperates in good faith with the Company's efforts, for a period not less than thirty (30) days following such notice (the "Cure Period"), to remedy the condition; (iv) notwithstanding such efforts, the Good Reason condition continues to exist; and (v) the Executive terminates his employment within sixty (60) days after the end of the Cure Period. If the Company cures the Good Reason condition during the Cure Period, Good Reason shall be deemed not to have occurred. Notwithstanding the foregoing, the Company may elect to waive the Cure Period, in which case, the Executive's termination may occur within such 30-day period. View More

Termination For Good Reason. Means a termination of Optionee's employment with the Company or its Subsidiaries that is considered to be a Termination For Good Reason under the Employment Agreement.

Termination For Good Reason. That any of the following events have taken place and Executive gives written notice of his intent to resign his employment with the Company and said resignation is submitted within thirty (30) days of the event: (i) a reduction in the Base Salary of Executive without Executive's written consent; (ii) a relocation (or demand for relocation) of Executive's office location and principal place of employment to a location more than fifty (50) miles from Executive's current office location and... principal place of employment; or (iii) a significant or material reduction in Executive's job duties or level of responsibility. View More