Common use of Good Reason Definition Clause in Contracts

Good Reason Definition. For the purposes of this Agreement, “Good Reason” shall mean: (A) a reduction of Employee’s base salary below the amount set forth in Section 3 of this Agreement, or a reduction in the “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 Company in addition to Employee; (B) an involuntary relocation of Employee’s place 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 ordinary course business travel; (C) a 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, (x) part of a larger organization in which Employee directly reports to the Chief Executive Officer of such organization; or (y) a subsidiary or equivalent separate functional business unit of a larger organization); (D) a material breach by the Company of this Agreement; or (E) failure by the Company to assign this Agreement to a successor upon a Change of Control. No Good Reason shall exist where: (1) Employee consents to the event that forms the basis for the Good Reason resignation; (2) Employee does not provide the Company’s President and Chief Executive Officer with written notice describing in detail the Good Reason within thirty (30) days after its occurrence; or (3) the Company cures the Good Reason within thirty (30) days after its receipt of such notice, if such conduct is reasonably susceptible to cure.

Good Reason Definition. For the purposes of this Agreement, “Good Reason” shall mean: (A) a reduction of Employee’s base salary below the amount set forth in Section 3 Paragraph 4 of this Agreement, or a reduction in the “Target BonusBonus Percentage” defined in Section 4 Paragraph 5 of this Agreement, if any, unless such reduction is shared proportionally by the three most highly-salaried officers of the Company Company, in addition to Employee; (B) an involuntary relocation of Employee’s place 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 ordinary course business travel; (C) a significant diminution by the Company in Employee’s position (including offices, titles, titles and reporting relationships), authority, dutiesduties or responsibilities, or responsibilities (excluding diminutions resulting in the ordinary course from the Company becoming, becoming pursuant to a Change of Control, Control of (x) part of a larger organization in which Employee directly reports to the Chief Executive Officer of such organization; or (y) a subsidiary or equivalent separate functional business unit of a larger organization); (D) a material breach by the Company of this Agreement; or (E) failure by the Company to assign this Agreement to a successor upon a Change of Control. No Good Reason shall exist where: (1) Employee consents to the event that forms the basis for the Good Reason resignation; (2) Employee does not provide the Company’s President and Chief Executive Officer with written notice describing in detail the Good Reason within thirty (30) days after of its occurrence; or (3) the Company cures the Good Reason within thirty (30) days after of its receipt of such notice, if such conduct is reasonably susceptible to cure.

Good Reason Definition. For the purposes of this Agreement, “Good Reason” shall mean: (Ai) a material reduction of Employee’s base salary below the amount set forth in Section 3 Paragraph 4 of this Agreement, or a material reduction in the “Target BonusBonus Amount” defined in Section 4 Paragraph 5 of this Agreement, if any, unless such reduction is shared proportionally by the three most highly-salaried officers of the Company in addition to Employee; (Bii) an involuntary relocation of Employee’s place 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 ninety (3090) days or less and ordinary course business travel; (Ciii) a significant material diminution by the Company in Employee’s position (including offices, titles, titles and reporting relationships), authority, duties, duties or responsibilities (excluding diminutions resulting in the ordinary course from the Company becomingfor purposes of clarification, pursuant to a Change of Control, (x) part Control in and of itself will not constitute a larger organization “Good Reason” unless it also results in which Employee directly reports to a material diminution of the Chief Executive Officer of such organization; or (y) a subsidiary or equivalent separate functional business unit of a larger organizationkind described above); (Div) failure by the Board of Directors to nominate Employee to be a Director of the Company; (v) a material breach by the Company of this Agreement; or (Evi) failure by the Company to assign this Agreement to a successor upon a Change of Control; provided, that the ICS Closing shall not constitute a Change of Control under this Section 3(b)(ii). No Good Reason shall exist where: (1a) Employee consents in writing to the event that forms the basis for the Good Reason resignation; (2b) Employee does not provide the Company’s President and Chief Executive Officer Board with written notice describing in detail the Good Reason within thirty (30) days after of its occurrence; or (3c) the Company cures the Good Reason within thirty (30) days after of its receipt of such notice, if such conduct is reasonably susceptible to cure. The Company and Employee hereby agree that no facts or events constituting Good Reason exist as of the date of this Agreement.

Good Reason Definition. For the purposes of this Agreement, “Good Reason” shall mean: (A) a reduction of Employee’s base salary below the amount set forth in Section 3 Paragraph 4 of this Agreement, or a reduction in the “Target BonusBonus Percentage” defined in Section 4 Paragraph 5 of this Agreement, if any, unless such reduction is shared proportionally by the three most highly-salaried officers of the Company in addition to Employee; (B) an involuntary relocation of Employee’s place 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 ordinary course business travel; (C) a significant diminution by the Company in Employee’s position (including offices, titles, titles and reporting relationships), authority, dutiesduties or responsibilities, or responsibilities (excluding diminutions resulting in the ordinary course from the Company becoming, becoming pursuant to a Change of Control, Control of (x) part of a larger organization in which Employee directly reports to the Chief Executive Officer of such organization; or (y) a subsidiary or equivalent separate functional business unit of a larger organization); (D) a material breach by the Company of this Agreement; or (E) failure by the Company to assign this Agreement to a successor upon a Change of Control. No Good Reason shall exist where: (1) Employee consents consents, in writing, to the event that forms the basis for the Good Reason resignation; (2) Employee does not provide the Company’s President and Chief Executive Officer with written notice describing in detail the Good Reason within thirty (30) days after of its occurrence; or (3) the Company cures the Good Reason within thirty (30) days after of its receipt of such notice, if such conduct is reasonably susceptible to cure.