Good Reason. The Executive's 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 Executive’s express written consent, the occurrence of any of the following after a Change of Control: (i) the assignment to Executive of any duties or responsibilities inconsistent in any material adverse respect with Executive’s position(s), duties, responsibilities or status immediately prior to such Change of Control (including any diminution of such duties or responsibilities); (ii) a material adverse change in Executive’s reporting responsibilities, titles or offices with the Company as in effect immediately prior to such Change of Control; (iii) any material reduction by the Company in Executive’s total compensation package, including any material adverse change in the annual salary, the incentive bonus ranges and targets, or the timing of payment of same as compared to the compensation package in effect immediately prior to such Change of Control; (iv) any requirement of the Company that Executive: (A) be based anywhere more than twenty-five (25) miles from the facility where Executive is located at the time of the Change of Control, or (B) travel on the Company’s business to an extent substantially greater than the travel obligations of Executive immediately prior to such Change of Control; (v) the failure of the Company to continue in effect any employee benefit and fringe benefit plans and policies or deferred compensation plans in which Executive is participating immediately prior to such Change of Control, unless Executive is permitted to participate in other plans providing Executive with substantially comparable benefits; (vi) the taking of any action by the Company which would adversely affect Executive’s prior participation in or reduce Executive’s accrued benefits under any employee benefit and fringe plans or deferred compensation plans in which Executive is participating immediately prior to such Change of Control; (vii) the failure of the Company to provide Executive and Executive’s dependents welfare benefits that are substantially comparable to the benefits available to them immediately prior to such Change of Control at a substantially comparable cost to Executive; (viii) the failure of the Company to provide Executive with paid vacation at levels in effect for Executive immediately prior to such Change of Control or as the same may be increased from time to time thereafter; (ix) a material negative change in the office or offices, personal secretarial and other assistance, provided to Executive compared...
Good Reason. The Executive’s employment may be terminated during the Employment Period by the Executive for Good Reason or by the Executive voluntarily without Good Reason. “Good Reason” means:
Good Reason. For purposes of this Agreement, “Good Reason” means the occurrence of any of the following, without Executive’s express written consent:
Good Reason. The Executive’s employment may be terminated by the Executive for Good Reason or by the Executive without Good Reason. For purposes of this Agreement, “Good Reason” shall mean the occurrence of any one or more of the following events without the Executive’s prior written consent, unless the Company fully corrects the circumstances constituting Good Reason (provided such circumstances are capable of correction) within forty-five (45) days after the Company’s receipt of the Notice of Termination (as defined below) delivered by the Executive:
Good Reason. “Good Reason” shall mean:
Good Reason. For purposes of this Agreement, “
Good Reason. For purposes of this Agreement, “Good Reason” shall mean:
Good Reason. “Good Reason” will mean Executive’s termination of employment within ninety (90) days following the expiration of any cure period (discussed below) following the occurrence of one or more of the following, without Executive’s consent:
Good Reason. “Good Reason” shall mean (i) “Good Reason” as defined under the Participant’s employment, change in control, consulting or other similar agreement with the Company or an Affiliate, if any, or (ii) if the Participant has not entered into any agreement (or, if any such agreement does not define “Good Reason”), then a “Good Reason” shall mean any of the following without the Participant’s consent: (A) with respect to Employees or Consultants, a change caused by the Company in the Participant’s duties and responsibilities which is materially inconsistent with the Participant’s position at the Company, or a material reduction in the Participant’s annual base salary (excluding any reduction in the Participant’s salary that is part of a plan to reduce salaries of comparably situated employees of the Company generally); and (B) with respect to Directors, the Participant’s ceasing to serve as a Director, or, if the Company is not the surviving Company in a Change of Control event, a member of the board of directors of the surviving entity, in either case, due to the Participant’s failure to be nominated to serve as a director of such entity or the Participant’s failure to be elected to serve as a director of such entity, but not due to the Participant’s decision not to continue service on the Board of Directors of the Company or the board of directors of the surviving entity, as the case may be; provided that, in any case, notwithstanding anything to the contrary in the foregoing subparts (i) or (ii), the Participant shall only have “Good Reason” to terminate employment or service following the applicable entity’s failure to remedy the act which is alleged to constitute “Good Reason” within thirty (30) days following such entity’s receipt of written notice from the Participant specifying such act, so long as such notice is provided within sixty (60) days after such event has first occurred. The determination of “Good Reason” shall be made by the Administrator and its determination shall be final and conclusive.
