COC Good Reason definition
COC Good Reason means the occurrence of any of the following within the twenty-four (24) month 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:
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 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.
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.
Termination of the Employee’s employment during the Protected Period for any other reason, including the Employee’s death or Disability, a termination by the Successor Entity for Cause or a termination by the Employee other than for COC Good Reason shall not constitute a Qualifying Termination.
For a period of two (2) years following a Change in Control, as defined in Section 6.6(b), Employee shall have the right, at any time and within Employee’s sole discretion, to terminate employment with the Corporation for COC Good Reason, as defined in Section 6.6(d).
More Definitions of COC Good Reason
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;
COC Good Reason means a good faith determination by Employee, in Employee’s sole and absolute judgment, that one or more of the following events has occurred, without Employee’s express written consent, after a Change of Control:
(i) A change in Employee’s reporting responsibilities, titles or offices as in effect immediately prior to the Change of Control, or any removal of Employee from, or any failure to re-elect Employee to, any of such positions, which has the effect of materially diminishing Employee’s responsibility or authority;
(ii) A reduction by the Corporation in Employee’s Base Salary or Annual Bonus as in effect immediately prior to the Change of Control or as the same may be increased from time to time;
(iii) The Corporation requiring Employee to be based anywhere other than within twenty-five (25) miles of Employee’s job location at the time of the Change of Control;
(iv) Without replacement by a plan, program, or arrangement providing benefits to Employee of the Corporation and its subsidiaries equal to or greater than those discontinued or adversely affected, the failure by the Corporation to continue in effect, within its maximum stated term, any pension, bonus, incentive, stock ownership, purchase, option, life insurance, health, accident, disability, or any other employee compensation or benefit plan, program or arrangement, in which Employee is participating immediately prior to a Change of Control or the taking of any action by the Corporation that would adversely affect Employee’s participation or materially reduce Employee’s benefits under any of such plans, programs or arrangements;
(v) The taking of any action by the Corporation that would materially and adversely affect the workplace environment existing at the time of the Change of Control in or under which Employee performs his employment duties;
(vi) The taking of any action by the Corporation that would materially change the Corporation’s business strategies or practices existing at the time of the Change of Control, including but not limited to changes in the types and brands of products offered, advertising and promotion programs, employment policies, and the segment to which the Corporation markets its products; or
(vii) Termination of employment by the Corporation of any of the officers of the Corporation or any of its subsidiaries who held such positions at the time of the Change of Control.
COC Good Reason means, for purposes of this subclause (b) only (and not for any other purpose or reason under this Agreement):
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.
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) any material adverse change in the status, responsibilities or position 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 a reporting company pursuant to Section 13 and Section 15(d) of the Securities Exchange Act of 1934, the fact that Executive is not named as General Counsel and Corporate Secretary of the reporting company following the Change of Control shall not constitute CoC Good Reason.
COC Good Reason. (as defined below in sub-clause 13.1.4) or if the Company terminates the Term of the Executive’s employment other than for Cause (or if the Company terminates the Executive’s employment without Cause in connection with or in anticipation of the Change of Control), then Executive shall be entitled to receive the payments and benefits provided in this Section 13 in lieu of the payments specified in Section 4.4, subject to the Release Condition; provided, however, that if the termination or resignation occurs prior to the Change of Control, the Executive shall continue to receive the amounts and benefits specified in Section 4.4 as provided therein and any amounts in excess thereof that would be paid to or received by the Executive upon a Change of Control shall be paid/provided in accordance with this Section following the occurrence of the Change of Control, and further provided that any excess amounts subject to Section 409A as non-qualified deferred compensation shall not be provided in the event the Change of Control does not satisfy the requirements of a “change of control” event for purposes of Section 409A.
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.