Common use of Proper Reason Clause in Contracts

Proper Reason. Proper Reason" shall mean (i) the reduction of Officer's normal base salary rate by twenty percent (20%) or more, or (ii) a change in a short-term or long-term incentive formula (e.g., a change in the percentage of base salary to be awarded at target level of achievement) which directly results in a reduction of twenty percent (20%) or more in the overall target compensation which applies to Officer in a given period compared to the overall target compensation which would have applied to Officer during that period without such change in bonus formula, or (iii) a change in Officer's primary work location of more than seventy-five (75) miles from the Officer's former primary work location; provided, however, that no base salary rate reduction or bonus formula change or change in primary work location shall constitute Proper Reason if: