Good Reason Sample Clauses


Good Reason. On the sixtieth (60th) day following written notice by the Executive to the Company of a termination for Good Reason. "Good Reason" shall mean, without the express written consent of the Executive, the occurrence of any the following events unless such events are cured (if curable) by the Company within fifteen days following receipt of written notification by the Executive to the Company that he intends to terminate his employment hereunder for one of the reasons set forth below: any material reduction or diminution (except temporarily during any period of incapacity due to physical or mental illness) in the Executive's title, authorities, duties or responsibilities or reporting requirements with the Company.


Good Reason. Good Reason means any of the following unless such event is agreed to, in writing or as set forth below, by you: (i) a material reduction in your salary or benefits (excluding the substitution of substantially equivalent compensation and benefits), other than as a result of a reduction in compensation affecting employees of the Company, or its successor entity, generally; (ii) a material diminution of your duties or responsibilities relative to your duties and responsibilities in effect immediately prior to the Change of Control, provided however, that a mere change in your title or reporting relationship alone shall not constitute Good Reason; (iii) relocation of your place of employment to a location more than 35 miles from the Companys office location at the time of the Change of Control; and (iv) failure of a successor entity in any Change of Control to assume and perform under this Agreement. If any of the events set forth above shall occur, you shall give prompt written notice of such event to the Company, or its successor entity, and if such event is not cured within thirty (30) days from such notice you may exercise your rights to resign for Good Reason, provided that if you have not exercised such right within 45 days of the date of such notice you shall be deemed to have agreed to the occurrence of such event.

Good Reason. For purposes of this Agreement, termination for Good Reason shall mean termination by Executive as a result of any material breach of this Agreement by Employer. Good Reason shall include, but not be limited to: (A) a material reduction in Executives compensation defined as a reduction equal to or greater than five percent (5%) of Executives then annual base salary, (B) a material reduction in Executives duties and responsibilities, but not merely a change in title, or (C) relocation of Executives primary workplace by more than fifty (50) miles. Good Reason will only be deemed to occur if, within ninety (90) days after a material reduction or change described above first occurs, the Executive provides notice to the Employer of the existence of Good Reason and of the Executives intended termination of employment due to Good Reason, and the Employer does not remove Good Reason condition within ninety (90) days after receiving such notice from the Executive. The Executives written notice must explain the basis on which the Executive believes Good Reason exists, the cure period, and the date on which the Executive intends to terminate employment, which must be no later than six (6) months after the existence of the Good Reason. The provisions of Section 5(f)(iv) are intended to comply with the Good Reason safe harbor provisions of Code Section 409A and applicable regulations.

Good Reason. Executives voluntary resignation of his employment under this Agreement will be considered to be with Good Reason if, following the occurrence of one or more of the events listed below, Executive (1) provides written notice to the Board of the event(s) constituting Good Reason within thirty (30) days after the first occurrence of such event(s), (2) the Company fails to reasonably cure such event(s) within thirty (30) days after receiving such notice, and (3) Executives termination of his employment is effective not later than thirty (30) days after the end of the period in which the Board may cure the event(s). The following events will give rise to Good Reason, unless Executive has consented thereto in writing:

Good Reason. The Executives employment may be terminated by the Executive for Good Reason. For purposes of this Agreement, Good Reason shall mean:

Good Reason. Good Reason means (without Executives consent) (i) a material reduction in Executives title, authority, status, or responsibilities, unless the Executive is provided with a comparable position (i.e., a position of equal or greater organizational level, duties, authority, compensation and status); provided, however, that a reduction in duties, position or responsibilities solely by virtue of the Company being acquired and made part of a larger entity (as, for example, when the Chief Executive Officer of the Company remains as such following a Change of Control but is not made the Chief Executive Officer of the acquiring corporation) shall not constitute an Involuntary Termination; (ii) the reduction of Executives aggregate base salary and target bonus opportunity as in effect immediately prior to such reduction (other than a reduction applicable to executives generally); or (iii) a relocation of Executives principal place of employment by more than fifty (50) miles.

Good Reason. You shall be entitled to terminate your employment for Good Reason. For purpose of this Agreement, Good Reason shall mean, without your express written consent, the occurrence within three (3) years following a Change of Control of the Company of any one or more of the following:


Good Reason. For purposes of this Agreement, Good Reason means the occurrence of any of the following, without Executives express written consent:

Good Reason. Executive may terminate his employment for Good Reason (as defined below) by delivering to the Company a Notice of Termination not less than thirty (30) days prior to the termination of Executive's employment for Good Reason, and Executive shall be entitled to the benefits provided in Section 7(c) hereof. The Company shall have the option of terminating Executive's duties and responsibilities prior to the expiration of such thirty-day notice period. For purposes of this Agreement, "Good Reason" shall mean the occurrence of any of the events or conditions described in Subsections (i) through (iv) below without Executive's consent that are not cured by the Company (if susceptible to cure by the Company) within thirty (30) days after the written notice thereof has been given by Executive to the Company setting forth in reasonable detail the particular events or conditions that constitute Good Reason (provided that such notice must be given to the Company within 30 days of Executive becoming aware of such condition).

Good Reason  The Employee shall have good reason to terminate employment with the Company if (i) the Employees title, duties, responsibilities or authority is reduced or diminished from those in effect on the Change-in-Control Date without the Employees written consent; (ii) the Employees compensation is reduced; (iii) the Employees benefits are reduced, other than pursuant to a uniform reduction applicable to all managers of the Company; or (iv) the Employee is asked to relocate his office to a place more than 30 miles from his business office on the Change-in-Control Date.