Good Reason. "Good Reason" means # the assignment to Employee of any duties inconsistent in any material respect with Employee's position or any material reduction in the scope of the Employee's authority and responsibility; # there is a material reduction in Employee's base compensation; # there is a material change in the geographic location of the Employee’s principal place of employment; or # the Company otherwise fails to perform any of its material obligations to Employee. The Employee must give the Company notice of the existence of Good Reason during the 90-day period beginning on the date of the initial existence of Good Reason. If the Company remedies the condition giving rise to Good Reason within 30 days thereafter, Good Reason shall not exist and the Employee will not be entitled to terminate employment for Good Reason.
Good Reason. "Good Reason" means # the assignment to Employee of any duties inconsistent in any material respect with Employee's position or any material reduction in the scope of the Employee's authority and responsibility; # there is a material reduction in Employee's base compensation; # there is a material change in the geographic location of the Employee’Employee's principal place of employment; or # the Company otherwise fails to perform any of its material obligations to Employee. The Employee must give the Company notice of the existence of Good Reason during the 90-day period beginning on the date of the initial existence of Good Reason. If the Company remedies the condition giving rise to Good Reason within 30 days thereafter, Good Reason shall not exist and the Employee will not be entitled to terminate employment for Good Reason.
“Good Reason. "Good Reason" meansReason” shall mean, in each case to the extent not consented to by Employee: # a breach by the assignment to EmployeeCompany of any duties inconsistent in any material respect with Employee's positionprovision of his employment agreement or any material reduction inother agreement between Employee and the scope of the Employee's authority and responsibility;Company; # there is a material reduction in Employee's base compensation; # there is a material change in the geographic location of the Employee’s principal placeduties or responsibilities; or # a reduction of employment; orthe Employee’s Base Salary. Notwithstanding the foregoing, no action by the Company shall constitute Good Reason unless and until: # the Company otherwise fails to perform anyshall have received, within thirty (30) days of its material obligations to Employee. The Employee must give the Company noticecommencement of the existence of the condition constituting Good Reason, written notice from the Employee alleging that such Good Reason duringexists and setting forth the 90-day period beginning onbasis therefore in reasonable detail; # within thirty (30) days after the datereceipt of said written notice by the initial existence of Good Reason. IfCompany, the Company remediesshall have failed to cure or correct the conditioncircumstances giving rise to such Good ReasonReason; and # Employee terminates his employment upon written notice to the Company within 30five (5) days thereafter, Good Reason shall not exist and the Employee will not be entitled to terminate employment for Good Reason.after expiration of such period referenced in (B).”
“Good Reason. "Good Reason"Reason” means # the assignment to Employeeoccurrence of any duties inconsistent in any material respect with Employee's position orof the following without your written consent: # any material reduction in your Base Salary; # any material adverse change by the scope ofCompany in your title, position, authority or reporting relationships with the Employee'Company or # the Company’s authority and responsibility; # there is a material reduction in Employee's base compensation; # there is a material change in the geographic location of the Employee’srequirement that you relocate your principal place of employment; or # the Company otherwise failsemployment to perform anya location in excess of its material obligations to Employee. The Employee must give the Company notice of the existence of Good Reason during the 90-day period beginningfifty (50) miles from your principal work location on the date of the Agreement provided, “Good Reason” shall not exist unless and until you provide the Company with written notice of the acts alleged to constitute Good Reason within ninety (90) days of the initial existenceoccurrence of such event, and the Company fails to cure such acts within thirty (30) days of receipt of such notice. You must terminate your employment within 120 days following the initial occurrence of such event for the termination to be on account of Good Reason. If the Company remedies the condition giving rise to Good Reason within 30 days thereafter, Good Reason shall not exist and the Employee will not be entitled to terminate employment for Good Reason.
For Good Reason By Employee. Employee may terminate this Agreement at any time for Good Reason. "Good Reason" means“Good Reason” shall mean, in each case to the extent not consented to by Employee: # a breach by the assignment to EmployeeCompany of any duties inconsistent in any material respect with Employee's position or any material reduction in the scopeprovision of the Employee's authority and responsibility;this Agreement; # there is a material reduction in Employee's base compensation; # there is a material change in the geographic location of the Employee’s principal placeduties or responsibilities; or # a reduction of employment; orthe Employee’s Base Salary. Notwithstanding the foregoing, no action by the Company shall constitute Good Reason unless and until: # the Company otherwise fails to perform anyshall have received, within thirty (30) days of its material obligations to Employee. The Employee must give the Company noticecommencement of the existence of the condition constituting Good Reason, written notice from the Employee alleging that such Good Reason duringexists and setting forth the 90-day period beginning onbasis therefore in reasonable detail; # within thirty (30) days after the datereceipt of said written notice by the initial existence of Good Reason. IfCompany, the Company remediesshall have failed to cure or correct the conditioncircumstances giving rise to such Good ReasonReason; and # Employee terminates his employment upon written notice to the Company within 30five (5) days thereafter, Good Reason shall not exist and the Employee will not be entitled to terminate employment for Good Reason.after expiration of such period referenced in (B).
"Good Reason.Reason" has the meaning set forth in any employment agreement, or, if none, in any change in control agreement, then in effect between the Participant and the Company or a subsidiary, if applicable, and, if the Participant has no such agreement or if such agreement does not define the term, "Good Reason" means # the assignment to Employee of any duties inconsistent in anya material respect with Employee's position or any material reductiondiminution in the scope of the Employee'Participant's authority and responsibility;authority, duties or responsibilities; # there is a material reductiondiminution in Employee'the Participant's base compensation; or # there is a material change in the geographic locationrelocation of the Employee’s principal place of employment; or #primary location at which the Company otherwise failsParticipant must perform services to perform any of its material obligationsa location that is more than fifty (50) miles away. The Participant is required to Employee. The Employee must giveprovide notice to the Company notice of the existence of Good Reason during the 90-a condition described in this Section 2.1(o) within a ninety (90) day period beginning on the date of the initial existence of Good Reason.the condition, upon the notice of which the Company shall have thirty (30) days to remedy the condition. If the Company remediescondition is remedied within thirty (30) days, then "Good Reason" does not exist. If the condition giving rise to Good Reasonis not remedied within 30thirty (30) days, then the Participant must resign within ninety (90) days thereafter, Good Reason shall not exist andof the Employee will not be entitled to terminate employment for Good Reason.expiration of the remedy period.
Termination by Employee. Employee may Terminate Employee’s employment with the Employer during the Employment Period for Good Reason. "Good Reason" meansFor purposes of this Agreement, “Good Reason” shall mean: # the assignment to Employee of any duties inconsistent in any material respect with Employee's position or any material reduction in the scope of the Employee's authority and responsibility; # there is a material reductiondiminution in Employee'Employee’s base compensation;authority, duties, or responsibilities; # there is a material change in the geographic location at which Employee must perform the services to be performed by Employee pursuant to this Agreement; and # any other action or inaction that constitutes a material breach by the Employer of this Agreement. Employee must provide notice to the Employer of the Employee’s principal place of employment; or # the Company otherwise fails to perform any of its material obligations to Employee. Thecondition Employee must give the Company notice of the existence ofcontends is Good Reason during the 90-day period beginning on the datewithin 30 days of the initial existence of Good Reason.the condition, and the Employer must have a period of 30 days to remedy the condition. If the Company remedies the condition giving rise to Good Reasonis not remedied, Employee must provide a Notice of Termination as set forth in Sections 6(e) and 15(i) of this Agreement within 30 days thereafter,of the end of the Employer’s remedy period. Employee may also terminate Employee’s employment hereunder without Good Reason shall not exist and theupon delivery of a Notice of Termination to Employee will not be entitledat least 60 days prior to terminate employment for Good Reason.Date of Termination (defined below).
Good Reason. "Good Reason" meansReason Definition. For the purposes of this Agreement, “Good Reason” shall mean: # a reduction of Employee’s base salary below the assignment to Employeeamount set forth in Section 3 of any duties inconsistent in any material respect with Employee's positionthis Agreement, or any materiala reduction in the scope“Target Bonus” defined in Section 4 of this Agreement, if any, unless such reduction is shared proportionally by the three most highly-salaried officers of the Employee'Company in addition to Employee; # an involuntary relocation of Employee’s authorityplace of work to any location outside of the metropolitan area in which his primary office is located immediately prior to the relocation, excluding temporary periods of thirty (30) days or less and responsibility;ordinary course business travel; # there isa significant diminution by the Company in Employee’s position (including offices, titles, and reporting relationships), authority, duties, or responsibilities (excluding diminutions resulting in the ordinary course from the Company becoming, pursuant to a Change of Control, # part of a larger organization in which Employee directly reports to the Chief Executive Officer of such organization; or # a subsidiary or equivalent separate functional business unit of a larger organization); # a material reductionbreach by the Company of this Agreement; or # failure by the Company to assign this Agreement to a successor upon a Change of Control. No Good Reason shall exist where: # Employee consents to the event that forms the basis for the Good Reason resignation; # Employee does not provide the Company’s President and Chief Executive Officer with written notice describing in Employee's base compensation; # there is a material change indetail the geographic location of the Employee’s principal place of employment;Good Reason within thirty (30) days after its occurrence; or # the Company otherwise fails to perform any of its material obligations to Employee. The Employee must givecures the Company notice of the existence of Good Reason during the 90-day period beginning on the date of the initial existence of Good Reason. If the Company remedies the condition giving rise to Good Reason within 30thirty (30) days thereafter, Good Reason shall not exist and the Employee will not be entitledafter its receipt of such notice, if such conduct is reasonably susceptible to terminate employment for Good Reason.cure.
“Good Reason. "Good Reason"Reason” means # the assignment to Employee of any duties inconsistent in any material respect with Employee's position or any material reduction in the scope of the Employee's authority and responsibility; # there is a material reduction in Employee's base compensation; # there is a material change in the geographic location of the Employee’s principal place of employment; or # the Company otherwise fails to perform any of its material obligations to Employee. The Employee must give the Company notice of the existence of any of the following, without the Executive’s written consent: # a material diminution in the Executive’s authority, duties, or responsibilities; # a material diminution in Base Salary or Target Opportunity, except for any across-the-board reductions approved by the Board for all similarly-situated employees (not to exceed 10%); # a change to the Executive’s primary work location to a location more than 50 miles away; or # a material breach of the Agreement by the Company including, but not limited to, # the failure of the Company or its Affiliates to obtain the assumption of their obligations under this Agreement by any successor or assign as contemplated in Section 14.6 or # a material breach of this Agreement by the Company. For purposes of this definition, the Executive’s termination will not be considered to have been with Good Reason duringunless # he provides written notice to the 90-dayCompany of the condition constituting Good Reason within 90 days of the Executive having knowledge of its initial existence, # such condition remains uncured for at least 30 days following the Company’s receipt of such notice, and # the Executive actually terminates employment following the expiration of any cure period beginning on the datebut within two years of the initial existenceoccurrence of Good Reason. If the Company remedies the condition giving rise to Good Reason within 30 days thereafter, Good Reason shall not exist and the Employee will not be entitled to terminate employment for Good Reason.such condition.
“Good Reason. "Good Reason" means #Cause” shall mean a termination of Employee’s employment as a result of the assignment to Employeeoccurrence of any duties inconsistent in any material respect with Employee's position or any material reduction in the scope of the Employee'following, without Employee’s consent: # a material adverse change in Employee’s authority and responsibility;responsibilities, # there is a material reduction in Employee'Employee’s base compensation;compensation, not proportionally and similarly affecting other senior executives, # there isfailure of the Company or any successor to fully honor the terms of any contractual agreements with Employee, or # a material change in the geographic location of the Employee’s principal place of employment; or # the Company otherwise failsbusiness to perform any of its material obligations to Employee. The Employee must give the Company notice of the existence of Good Reason during the 90-day period beginninga location more than 50 miles from such Employee’s location on the date of the initial existence of Good Reason. Ifthis Agreement; provided, that, in any case, Employee shall have delivered written notice to the Company remediesof his or her intention to terminate his or her employment for Good Reason, which notice specifies in reasonable detail the condition givingcircumstances claimed to give rise to Good Reason within 30 days thereafter, Good Reason shall not exist and the Employee will not be entitledEmployee’s right to terminate employment for Good Reason.Reason, and the Company shall not have cured such circumstances within 30 days following receipt of such notice.
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