Common use of Definition of Good Reason Clause in Contracts

Definition of Good Reason. For purposes hereof, “Good Reason” shall mean any one of the following: (i) the material reduction of Executive’s base salary (other than a reduction that is applied substantially across executives), (ii) the assignment to Executive of any duties materially and negatively inconsistent in respect of Executive’s position (including status, offices, titles and reporting requirements), authority, duties or responsibilities, or any other action by the Company which results in a material diminution in such position, authority, duties or responsibilities; or (iii) the Company’s material breach of this Agreement, provided, that, in each case, Executive will not be deemed to have Good Reason unless (1) Executive first provides the Company with written notice of the condition giving rise to Good Reason within thirty (30) days of its initial occurrence, (2) the Company or the successor company fails to cure such condition within thirty (30) days after receiving such written notice (the “Cure Period”), and (3) Executive’s resignation based on such Good Reason is effective within thirty (30) days after the expiration of the Cure Period.

Appears in 10 contracts

Samples: Executive Employment Agreement (Neumora Therapeutics, Inc.), Executive Employment Agreement (Neumora Therapeutics, Inc.), Executive Employment Agreement (Neumora Therapeutics, Inc.)

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Definition of Good Reason. For purposes hereof, “Good Reason” shall mean any one of the following: (i) the material reduction of Executive’s base salary (other than a reduction that is applied substantially across executives)or target annual performance bonus, (ii) the assignment to Executive of any duties materially and negatively inconsistent in any respect of Executive’s position (including status, offices, titles and reporting requirements), authority, duties or responsibilities, or any other action by the Company which results in a material diminution in such position, authority, duties or responsibilitiesresponsibilities (including without limitation a requirement to report to any person or entity other than the CEO); or (iii) the Company’s material breach of this Agreement, provided, that, in each case, Executive will not be deemed to have Good Reason unless (1) Executive first provides the Company with written notice of the condition giving rise to Good Reason within thirty (30) 30 days of its initial occurrence, (2) the Company or the successor company fails to cure such condition within thirty (30) 30 days after receiving such written notice (the “Cure Period”), and (3) Executive’s resignation based on such Good Reason is effective within thirty (30) 30 days after the expiration of the Cure Period.

Appears in 9 contracts

Samples: Employment Agreement (Gritstone Oncology, Inc.), Employment Agreement (Gritstone Oncology, Inc.), Employment Agreement (Gritstone Oncology, Inc.)

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Definition of Good Reason. For purposes hereof, “Good Reason” shall mean any one of the following: (i) a material reduction in Executive’s Base Salary (other than a reduction of not more than 10% that is applicable to similarly situated executives of the Company or a reduction of three (3) months or less due to financial exigency), (ii) the material reduction of Executive’s base salary (other than a reduction that is applied substantially across executives)duties, (ii) the assignment to Executive of any duties materially authority and negatively inconsistent in respect of Executive’s position (including statusresponsibilities as set forth herein, offices, titles and reporting requirements), authority, duties or responsibilities, or any other action by the Company which results in a material diminution in such position, authority, duties or responsibilities; or (iii) the Company’s material breach of this Agreement, or (iv) the relocation of Executive’s principal place of employment by more than fifty (50) miles, provided, that, in each case, Executive will not be deemed to have Good Reason unless (1i) Executive first provides the Company Board with written notice of the condition giving rise to Good Reason within thirty (30) days of its initial occurrence, (2ii) the Company or the successor company fails to cure such condition within thirty (30) days after receiving such written notice (the “Cure Period”), and (3iii) Executive’s resignation based on such Good Reason is effective within thirty (30) days after the expiration of the Cure Period.

Appears in 5 contracts

Samples: Employment Agreement (Oncorus, Inc.), Employment Agreement (Oncorus, Inc.), Employment Agreement (Oncorus, Inc.)

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