COC Good Reason means the occurrence of any of the following within the twenty-four (24) month period following a Change of Control without the express written consent of Executive:
COC Good Reason means, for purposes of this subclause (b) only (and not for any other purpose or reason under this Agreement): (A) a material adverse change in the Executive’s job responsibilities; (B) any reduction in the Executive’s Base Salary; (C) any reduction in the Executive’s annual bonus opportunity; (D) any reduction in the Executive’s aggregate value of benefits; or (E) the Executive’s being required by the Company to relocate beyond a 50 mile radius of the Executive’s then current residence.
COC Good Reason means, for purposes of this sub-clause (b) only (and not for any other purpose or reason under this Agreement): (A) a material adverse change in the Executive's job responsibilities; (B) any reduction in the Executive's Base Salary; (C) any reduction in the Executive's annual bonus opportunity; (D) any reduction in the Executive's aggregate value of benefits; or (E) the Executive's being required by the Company to relocate beyond a 50-mile radius of the Executive's then current residence.
Examples of COC Good Reason in a sentence
The expiration of the Term or the Extended Term (as defined in Section 13.1) shall not be deemed to be an event of "Good Reason" or "COC Good Reason" pursuant to Section 4.3 or 13.2.3, as applicable, or otherwise a wrongful termination of the Term of this Agreement.
More Definitions of COC Good Reason
COC Good Reason means, for purposes of this sub-clause 13.2.3. only (and not for any other purpose or reason under this Agreement): (A) a material adverse change in the Executive's job duties, responsibilities or authority; (B) any reduction in the Executive's Base Salary; (C) any reduction in the Executive's annual bonus opportunity; (D) a material breach of this Agreement by the Company; or (E) the Executive's being required by the Company to relocate beyond a fifty (50) mile radius of the Executive's then current residence; provided that the Executive provides written notice to the Company of such event of COC Good Reason within ninety (90) days following the Executive's knowledge of such event of COC Good Reason and the Company has not cured such event of COC Good Reason within the thirty (30) day period following the written notice and the Executive thereafter resigns his employment for COC Good Reason within one (1) year of such event of COC Good Reason (but no later than the end of the twenty-four (24) month period following the Change of Control); it being understood that if the Executive fails to resign within such one (1) year period, his right to terminate his employment due to COC Good Reason shall be deemed to be waived.
COC Good Reason means, for purposes of this sub-clause 13.2.3. only (and not for any other purpose or reason under this Agreement): (A) a material adverse change in the Executive's job duties, responsibilities or authority; (B) any reduction in the Executive's Base Salary;
COC Good Reason. (as defined below in sub-clause 13.1.2(c)) or if the Company terminates the Term of the Executive’s employment other than for “Cause” (as defined in Section 4.3 of the Agreement): (a)to the extent available under applicable law, including, without limitation, COBRA, and the Company's group benefit programs, the Company shall provide, for a period of two years from such termination date (or such maximum earlier date as is allowed under COBRA), all fringe benefits then provided to the Executive, including, without limitation, qualified and non-qualified defined benefit, defined contribution, insurance, medical, dental, disability, automobile, financial planning, tax preparation and other benefit plans and programs of the Company as from time to time in effect (or their successors) in which the Executive participated on the COC Effective Date, provided that the Executive will be permitted to continue such participation in the Company’s medical, dental and vision programs under COBRA by continuing to pay premiums to the Company at the contribution level in effect for active employees until the earliest to occur of (i) the end of the above-referenced 2-year period following termination; (ii) the expiration of the maximum period for continuation coverage permissible under applicable federal law for which the Executive would be eligible; or (iii) when the Executive becomes covered by medical, dental and/or vision plans of another employer or becomes eligible for Medicare (or similar governmentally-sponsored benefit). To the extent that such benefits are not or cease being available under applicable law or the Company’s group benefit programs, such benefits cease to be equivalent to, or better than, the benefits under the plans and programs in effect on the COC Effective Date, or such benefits would trigger a tax under Section 409A the Company shall immediately pay to the Executive in a cash lump sum payment an amount equal to the value (based on the then current cost to the Company) of such benefits (or the remaining eligible portion thereof, as the case may be) and shall have no further obligation to continue to provide the benefits under this Section; (b)the Company shall immediately pay to the Executive in a cash lump sum payment two times the sum of (i) the greater of the Executive's Base Salary in effect on (A) the COC Effective Date or (B) such termination date, plus (ii) the average amount of the gross annual bonus amounts earned by the Executive over the ...
COC Good Reason means, for purposes of this sub-clause 13.1.2 only (and not for any other purpose or reason under this Agreement): (i) a material adverse change in the Executive's job responsibilities; (ii) any reduction in the Executive's Base Salary; iii) any reduction in the Executive's annual bonus opportunity; (iv) any reduction in the Executive's aggregate value of benefits; or (v) the Executive's being required by the Company to relocate beyond a 50-mile radius of the Executive's then current residence. (d)The Executive shall have no duty to mitigate by seeking other employment or otherwise and no compensation earned by the Executive from other employment, a consultancy or otherwise shall reduce any payments provided for under this Section 13.1. 13.1.3
COC Good Reason means the occurrence of any of the following within the twenty-four (24) month period following a Change of Control without the express written consent of Executive: (i) any material breach of the Company of the Agreement which has not been cured within twenty (20) days after notice of such non-compliance has been given by Executive to the Company; (ii) a material diminution of duties of Executive; (iii) any reduction in Base Salary, other than in connection with an across-the-board reduction in Base Salaries applicable in like proportions to all similarly situated executives of the Company and any direct or indirect parent of the Company; (iv) assignment of duties to Executive that are materially inconsistent with Executive's position and responsibilities described in this Agreement; (v) the failure of the Company to assign this Agreement to a successor to the Company or the Parent or failure of a successor to the Company or the Parent, as the case may be, to explicitly assume and agree to be bound by this Agreement; or (vi) requiring Executive to be principally based at any office or location more than fifty (50) miles from the current offices of the Company in Chicago, Illinois. The foregoing to the contrary notwithstanding, if the Company or the Parent is acquired as a subsidiary or division of another company, in the absence of other grounds, the Executive shall not have incurred “CoC Good Reason” under subparagraph (iv) on the ground that the Parent has ceased to be a reporting company pursuant to Section 13 and Section 15(d) of the Securities Exchange Act of 1934 as a result of the Change of Control. 2. Section 10.1 of the Agreement is hereby amended by adding the words “and Section 6.4” immediately following the words “Section 6.1 and Section 6.2” and adding the words “or Section 6.4” immediately following the words “Section 6.1 or Section 6.2” thereof. 3. This First Amendment and the Agreement shall be construed and enforced in accordance with, and all questions concerning the construction, validity, interpretation and performance of this First Amendment and the Agreement shall be governed by, the laws of the State of Illinois without giving effect to provisions thereof regarding conflict of laws. 4 4. This First Amendment shall be effective simultaneous with the closing of the IPO. In the event that the IPO is not consummated prior to May 31, 2005, this First Amendment will become null and void and of no force or effect (including in the event of...
COC Good Reason means the occurrence, without the Executive’s consent during a CoC Protection Period: (i) any failure on the part of the Company to cure a material breach of its obligations under this Agreement; (ii) a material diminution of the Executive’s duties or of the Executive’s position or title within the Company, other than any diminution in connection with the Company’s appointment of a new Chairman or CEO if following such appointment the Executive remains as either Chairman or CEO of the Company or its successor; (iii) a material reduction in Base Salary; or (iv) a change of the location of the office at which the Executive is principally employed to a location that increases the Executive’s commute from the Executive’s principal residence as of the date hereof by more than fifty (50) miles. The Executive’s resignation for a CoC Good Reason shall be effective upon ten (10) days’ advance written notice to the Company; provided, however, that an event will cease to constitute CoC Good Reason unless the Executive gives the Company such notice of the Executive’s resignation with the Company within ninety (90) days after the Executive’s knowledge of the occurrence of such event and describes in reasonable specificity the details of such breach. During such ten (10) day notice period, the Company shall have a right to cure any condition that constitutes CoC Good Reason (such period, the “CoC Cure Period”) and the Executive’s resignation for CoC Good Reason shall be effective upon expiration of the CoC Cure Period only if not cured within the CoC Cure Period. If the Company timely cures the condition giving rise to CoC Good Reason for the Executive’s resignation, the notice of termination shall become null and void.
COC Good Reason means the occurrence of any of the following within the two (2)-year period following a Change of Control (or prior to a Change of Control in connection with a Qualifying Termination) without the express written consent of Executive: