Good Reason definition

Good Reason means:
Good Reason means any of the following:
Good Reason means, without the Executive’s express written consent, the occurrence of any one or more of the following:

Examples of Good Reason in a sentence

  • Grimstad vests in full upon a Corporate Change, subject to Mr. Grimstad’s continuous employment with the Company through the date of a Corporate Change; provided, however, that such RSUs shall fully vest in the event that Mr. Grimstad terminates his employment for Good Reason or he is terminated by the Company for reason other than Misconduct (as such terms are defined in Mr. Grimstad’s Employment Agreement).(c) The restricted stock unit award held by Carl A.

  • The Royalty Bonus Compensation shall continue to be paid to Mr. Horowitz for the life of each of the Company's patents with respect to licenses entered into by the Company with third parties during Mr. Horowitz's term of employment or at anytime thereafter, whether Mr. Horowitz is employed by the Company or not, provided, that, Mr. Horowitz's employment has not been terminated by the Company "For Cause" (as defined) or terminated by Mr. Horowitz without "Good Reason" (as defined).

  • The Grimstad 2021 RSUs will vest in three equal installments on the first, second and third anniversaries of January 3, 2022, subject to Mr. Grimstad’s continued employment through the applicable vesting date, and shall fully vest upon the consummation of a Corporate Change, subject to Mr. Grimstad’s continued employment through the closing of such Corporate Change, or the termination of the Grimstad Employment Agreement by Mr. Grimstad for Good Reason or by the Company for other than Misconduct.

  • In the event that Mr. Horowitz's employment is terminated by the Company "Other Than For Cause" (as defined) or by Mr. Horowitz for "Good Reason" (as defined), Mr. Horowitz shall be entitled to a severance of 12 months base salary.

  • Good Reason was defined, in relevant part, as “a material adverse change in your office, duties, salary, benefits or responsibilities made without your prior written consent.” Id. Under the contract, Smith was required to “set forth in specific detail the facts supporting” his reasons for separating.


More Definitions of Good Reason

Good Reason means the occurrence of any of the following events:
Good Reason means, with respect to the Executive, the occurrence of any of the following (without his written consent): (a) a reduction in the Executive’s Base Salary or target Annual Bonus; (b) an adverse change in the Executive’s title, authority, duties, responsibilities or reporting lines as specified in Section 2.1 of this Agreement; (c) the relocation of the Executive’s principal place of employment to a location more than 10 miles from West Orange, New Jersey; (d) a failure by the Company to pay material compensation when due in connection with the Executive’s employment; or (e) a material breach of this Agreement by the Company; provided, however, that, if any such Good Reason is reasonably susceptible to cure, then the Executive shall not terminate his employment hereunder unless the Executive first provides the Company with written notice of his intention to terminate and of the grounds for such termination, and the Company has not, within 10 business days following receipt of such written notice, cured such Good Reason.
Good Reason means that the Executive has complied with the “Good Reason Process” (hereinafter defined) following the occurrence of any of the following events: (i) a material diminution in the Executive’s responsibilities, authority or duties; (ii) a material diminution in the Executive’s Base Salary except for across-the-board salary reductions based on the Company’s financial performance similarly affecting all or substantially all senior management employees of the Company; (iii) a material change in the geographic location at which the Executive provides services to the Company; or (iv) the 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 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 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 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.
Good Reason means: (i) any material diminution of the Executive’s authority, duties or responsibilities; (ii) any reduction by the Company in the Executive’s Base Salary; (iii) a relocation of the Executive’s place of employment to a location in excess of 50 miles from the Subsidiary’s current offices in Munich, Germany; (iv) any material breach of this Agreement by the Company; (v) any failure to pay the Executive the earned bonus for any period under the MICP or any other bonus or incentive plan adopted by the Company, if a majority of other officers of the Company or any successor or affiliate have been paid bonuses for such period under such plan, which, for purposes of this provision, will be a material breach of this Agreement; or (vi) any failure by the Company to obtain the assumption of this Agreement by any successor or assign of the Company which, for purposes of this provision, will be a material breach of this Agreement; provided, however, that the above conditions will only be deemed Good Reason if (1) the Company is given written notice from the Executive within ninety (90) days following the first occurrence of a condition that the Executive considers to constitute Good Reason describing the condition and the Company fails to remedy such condition within thirty (30) days following such written notice, and (2) the Executive resigns from employment effective on a date that is within ninety (90) days following the end of the period within which the Company was entitled to remedy the condition constituting Good Reason but failed to do so. Notwithstanding the foregoing, any actions taken by the Company to accommodate a disability of the Executive or pursuant to the Family and Medical Leave Act or an applicable state leave law will not be a Good Reason for purposes of this Agreement.
Good Reason means the occurrence of any of the following events: (x) a decrease in the Base Salary; (y) a material, adverse change in Executive’s title, authority, duties or responsibilities (other than temporarily while Executive is physically or mentally incapacitated or as required by applicable law); (z) a material breach by the Company of this Agreement; or (aa) Executive is removed from the Board or is nominated for, and stands for, reelection but fails to garner the requisite number of votes to be so reelected; provided however that, it shall not be Good Reason if Executive and the Company mutually agree to a decrease in the Base Salary or Executive’s title, authority, duties or responsibilities and, provided further, that, Executive will only have Good Reason to terminate his employment pursuant to this Article III.A.(i)(x)-(aa) if Executive provides the Company with written notice of the occurrence giving rise to Good Reason within thirty (30) days of Executive learning of such occurrence and, if curable without cost to Executive, the Company fails to cure such occurrence within thirty (30) days of receiving the notice.
Good Reason means the occurrence of any of the following events without the Executive’s consent:
Good Reason means the occurrence during the Term of any of the following: (i) a material breach of this Agreement by Company which is not cured by Company within 30 days following Company’s receipt of written notice by Executive to Company describing such alleged breach; (ii) Executive’s Base Salary is materially reduced by Company; (iii) a material reduction in Executive’s title, duties and/or responsibilities, or the assignment to Executive of any duties materially inconsistent with Executive’s position; or (iv) a material change in the Company headquartersgeographic location; provided, however, none of the occurrences described in (i) through (iv) hereof shall constitute Good Reason unless within ninety (90) days of any such occurrence Executive provides a Notice of Termination effective no more than 31 days after receipt by the Company and specifying the occurrence.