Good Reason Sample Clauses

Good Reason. For purposes of this Agreement, “Good Reason” means the occurrence of any one of the following events without Executive’s written consent: (A) a reduction in Executive’s base salary, except when it is with Executive’s consent or part of an overall similar reduction for similarly-situated executives; (B) a material reduction in Executive’s incentive compensation (provided, for clarity, that any reduction in the actual amount of annual cash bonus paid to Executive shall not constitute Good Reason); (C) a significant reduction in Executive’s responsibilities with respect to management of Company or in Executive’s authority or status within Company (provided, however, that a reduction in Executive’s responsibilities or authority following a Change in Control shall not constitute Good Reason if (x) there is no demotion in Executive’s position or reduction of the scope of Executive’s duties within the Company that existed before the Change in Control or (y) Executive is given a position of materially similar or greater overall scope and responsibility within the acquiring company (taking into appropriate consideration that a nominally lower hierarchical role in a larger company may involve similar or greater scope and responsibility than a nominally higher role in the hierarchy of a smaller company); (D) Executive is required to relocate Executive’s principal place of employment with the Company (or successor to the Company, if applicable) to a place that increases Executive’s one-way commute by more than fifty (50 miles) as compared to Executive’s then-current principal place of employment immediately prior to such relocation (excluding regular travel in the ordinary course of business); or (E) a material breach by the Company of any material provision of this Agreement or any other agreement between Executive and the Company. Notwithstanding the foregoing or any other provision of this Agreement to the contrary, “Good Reason” shall not exist if Executive has not provided the Company and the Board written notice of the circumstances constituting “Good Reason” within thirty (30) days of the initial occurrence of the event, allowed the Company thirty (30) days to cure such circumstances, and terminated Executive’s employment for Good Reason within ninety (90) days following the initial occurrence of the condition(s) specified in such notice, in the event such condition(s) remained uncured.
Good Reason. “Good Reason” means the occurrence of any of the following events: (i) any material breach of this Agreement by the Employer, (ii) a material diminution in the Executive’s base compensation, (iii) a material diminution in the Executive’s authority, duties or responsibilities, (iv) a material diminution in the authority, duties or responsibilities of the supervisor to whom the Executive is required to report, or (v) a change of more than thirty (30) miles in the geographic location at which the Executive performs his services as of the date of this Agreement; provided, however, that prior to any termination of employment for Good Reason, the Executive must first provide written notice to the Employer within ninety (90) days of the initial existence of the condition, describing the existence of such condition, and the Employer shall thereafter have the right to remedy the condition within thirty (30) days of the date the Employer received the written notice from the Executive. If the Employer remedies the condition within such thirty (30) day cure period, then no Good Reason shall be deemed to exist with respect to such condition. If the Employer does not remedy the condition within such thirty (30) day cure period, then the Executive may deliver a Notice of Termination for Good Reason at any time within sixty (60) days following the expiration of such cure period.
Good Reason. For purposes of this Agreement, Executive shall have “Good Reason” for resignation from employment with the Company if any of the following actions are taken by the Company without Executive’s affirmative prior written consent to such adverse change (which specifically acknowledges Executive’s waiver of the Good Reason condition with respect to the individual action that would otherwise form the basis of a resignation for Good Reason): (a) a material reduction in Executive’s base salary of 10% or more in the aggregate during the 12-month period following the closing of a Change in Control; (b) a material reduction in Executive’s duties (including responsibilities and/or authorities), provided, however, that a change in job position (including a change in title) shall not be deemed a “material reduction” in and of itself unless Executive’s new duties are materially reduced from the prior duties; or (c) relocation of Executive’s principal place of employment to a place that increases Executive’s one-way commute by more than fifty (50) miles as compared to Executive’s then-current principal place of employment immediately prior to such relocation. In order to resign for Good Reason, Executive must provide written notice to the Company’s Chief Executive Officer within 30 days after the first occurrence of the event giving rise to Good Reason setting forth the basis for Executive’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, Executive must resign from all positions Executive then holds with the Company not later than 60 days after the expiration of the cure period.
Good Reason. Termination by the Executive of the Executive's employment for "Good Reason" shall mean termination by the Executive following a Change in Control of the Corporation based on:
Good Reason. The Executive's employment may be terminated by the Executive for Good Reason. For purposes of this Agreement, "Good Reason" shall mean in the absence of a written consent of the Executive:
Good Reason. Executive’s employment may be terminated by Executive for Good Reason upon the occurrence of any event or condition constituting Good Reason. For purposes of this Agreement, “Good Reason” means any of the following actions taken by the Company without Executive’s written consent: (i) any material failure of the Company to fulfill its obligations under this Agreement, (ii) a material and adverse change to, or a material reduction of, Executive’s duties and responsibilities to the Company, (iii) a material reduction in Executive’s then current Annual Base Salary (not including any diminution related to a broader compensation reduction that is not limited to Executive specifically and that is not more than 10% in the aggregate), or (iv) the relocation of Executive’s primary office to a location more than fifty (50) miles from the prior location, which materially increases Executive’s commute to work; provided, that any such event shall not constitute Good Reason unless and until Executive shall have provided the Company with notice thereof no later than thirty (30) days following the initial occurrence of such event and the Company shall have failed to remedy such event within thirty (30) days following receipt of such notice (such 30-day period, the “Good Reason Cure Period”). If, at the end of the Good Reason Cure Period, the event or condition that constitutes Good Reason has not been remedied, Executive will be entitled to terminate employment for Good Reason during the 30-day period that follows the end of the Good Reason Cure Period. If Executive does not terminate employment during such 30-day period, Executive shall not be permitted to terminate employment for Good Reason as a result of such event or condition.
Good Reason. The Executive may terminate his employment under this Agreement for Good Reason, after having given the Company written notice specifying the reason the Executive is terminating his employment and having given the Company thirty days after such notice within which to cure the condition specified. "Good Reason" means any of the following: (i) a material reduction of the Executive's duties or authority as provided in the Agreement or as later increased by the Board of Directors; (ii) a substantial change in work conditions; (iii) a material decrease in compensation or benefits; (iv) relocation of his principal workplace over 50 miles from his initial workplace without Executive's consent; (v) the breach of this Agreement by the Company or an affiliate of the Company; (vi) a change in control of the Company (as defined in Schedule D hereto); or (vii) the failure by the Company to obtain the assumption of this Agreement by any successor to or assignee of the Company or any purported termination of this Agreement which does not satisfy the requirements of this Agreement. If at the end of such notice period, the Company has not cured such condition, the written notice shall take effect, and the Executive will be entitled to the following: (A) continuation of his then current Base Salary (prior to any reduction that constitutes Good Reason) for twelve months from the date of termination payable in accordance with Company payroll practice; (B) continuation of health and life insurance benefits for twenty-four months at the Company's expense subject to applicable cost-sharing arrangements, co-payments, and deductibles in place immediately prior the Executive's termination (provided, however, that such health benefits shall not be counted toward the Executive's entitlement for COBRA, and that such health and life insurance benefits shall terminate immediately upon Executive obtaining employment with a third
Good Reason. The Executive’s employment may be terminated by the Executive for Good Reason or by the Executive voluntarily without Good Reason. “Good Reason” means: