GOOD REASON DEFINED definition
GOOD REASON DEFINED. Good Reason" shall mean:
GOOD REASON DEFINED. For the purposes of this Agreement, the voluntary termination by Executive of Executive's employment will be considered resignation for "Good Reason" if one or more of the following are undertaken by the Company without Executive's express written consent: (i) the assignment to Executive of any duties or responsibilities that results in a material diminution in Executive's position or function as in effect immediately prior to the effective date of the Change in Control; provided, however, that a mere change in Executive's reporting relationships will not provide the basis for a voluntary termination with Good Reason; (ii) a material reduction by the Company in Executive's Base Salary, as in effect on the effective date of the Change in Control or as increased thereafter; (iii) any failure by the Company to continue in effect any benefit plan or program, including incentive plans or plans with respect to the receipt of securities of the Company, in which Executive was participating immediately prior to the effective date of the Change in Control (hereinafter referred to as "Benefit Plans"), or the taking of any action by the Company that would adversely affect Executive's participation in or reduce Executive's benefits under the Benefit Plans or deprive Executive of any fringe benefit that Executive enjoyed immediately prior to the effective date of the Change in Control; provided, however, that Good Reason will not be deemed to have occurred if the Company provides for Executive's participation in benefit plans and programs that, taken as a whole, are comparable to the Benefit Plans; (iv) a relocation of the Executive's business office to a location more than one hundred (100) miles from the location at which Executive perform duties as of the effective date of the Change in Control, except for required travel by Executive on the
GOOD REASON DEFINED. Good Reason" shall mean (i) the assignment of the Employee to any duties materially inconsistent in any respect with the Employee's position (including status, offices, titles and reporting requirements), authority, duties or responsibilities as contemplated by Section 3(a) of this Agreement or any other action by the company which results in a material diminution in such position, authority, duties or responsibilities, excluding for this purpose an isolated, insubstantial and inadvertent action not taken in bad faith and which is remedied by the Company promptly after receipt of notice thereof given by the Employee; (ii) any termination or reduction of a material benefit under any benefits plan in which the Employee participates unless (1) there is substituted a comparable benefit prior to such termination or reduction or (2) benefits under such plan are terminated or reduced with respect to all Employees previously granted benefits thereunder; or (iii) without limiting the generality of the foregoing, any material breach of the Agreement by the Company or any successor thereto. In addition, Good Reason shall include any requirement by the Company that the Employee relocate to a principal place of business outside of the Washington, D.C. metropolitan area.
More Definitions of GOOD REASON DEFINED
GOOD REASON DEFINED. Good Reason" shall mean: (i) any reduction in Executive's compensation opportunity as set forth in Section 4 of this Agreement (including but not limited to Base Salary, Annual Bonus, LT Bonus, and Restricted Stock); (ii) the greater than de minimis reduction or material adverse modification of Executive's authority or duties, such as a substantial diminution or adverse modification in Executive's status or responsibilities, from the authorities being exercised and duties being performed by Executive as of the Effective Date (and as such authorities and duties may be increased from time to time thereafter), or (iii) any material breach by the Company of this Agreement which is not cured to Executive's reasonable satisfaction within 30 days after written notice thereof to the Board from Executive. Notwithstanding the foregoing, any of the circumstances described above may not serve as a basis for resignation for "Good Reason" by Executive unless Executive has provided written notice to the Company that such circumstance exists within 30 days of Executive's learning of such circumstance and the Company has failed to cure such circumstance, if curable, within 30 days following such notice; and provided further, that Executive did not previously consent in writing to the action leading to Executive's claim of resignation for "Good Reason." For the avoidance of doubt, the failure of the Company to meet or exceed EBITDA targets with respect to the vesting of Performance-Based Shares, or any percentage of either, shall be deemed not to be a reduction in Executive's compensation opportunity as set forth in Section 4 of this Agreement for the purpose of clause (i) of the first sentence of this Section 6(e).
GOOD REASON DEFINED. For the purposes of this Section 7, the term "Good Reason" shall have the same meaning set forth and defined in Section 9, below, of this Agreement in the event any of the events enumerated thereunder occur within the term of this Agreement prior to a Change in Control. Prior to Employee's termination of this Agreement for Good Reason, Employee shall provide written notice to Employer and an opportunity to cure of not less than ten (10) days.