Good Reason Conditions definition
Good Reason Conditions. (e) the Company commits a material breach of the Agreement which is not remedied by the Company within fifteen (15) days of receiving written notice from the Appointee that specifically sets forth the factual basis of the Appointee’s belief that a material breach has occurred; (f) a diminution of the Appointee’s salary of more than 10% (provided that for purposes of clause 15.2 of the Agreement only, a diminution of the Appointee’s salary of less than 10% other than in connection with an across-the-board salary reduction affecting all senior executives of the Company will give rise to a Good Reason Condition); (g) a material change in the geographic location at which the Appointee provides services to the Company (provided that for this purpose, in no event will a relocation of such provision of services to a new location less than fifty (50) miles from the current location of the provision of services give rise to a Good Reason Condition); (h) a material diminution in the Appointee’s responsibilities, authority or duties; or (i) a successor to the Company fails to assume the Agreement in writing upon becoming a successor or assignee of the Company. With respect to each of the Good Reason Conditions described above, the Appointee may not establish “Good Reason” unless he has provided written notice of the existence of such condition to the Company within 30 days of the event constituting such Good Reason, the Company fails to reasonably cure such condition within the 15 day period immediately following receipt of such notice and the Appointee terminates his employment within sixty (60) days after providing written notice of the existence of a Good Reason Condition or end of the cure period, whichever is later;
Good Reason Conditions. (i) a material adverse change in Employee’s function, duties or responsibilities, which change would cause Employee’s position to become one of lesser responsibility, importance, or scope from the position and attributes thereof described in Section 1 above, it being expressly understood that a Change in Control (as defined below) would result in a material adverse change in Employee’s function, duties and responsibilities; (ii) a material diminution in Employee’s Base Salary; or (iii) a change in the geographic
Good Reason Conditions. (i) a material diminution in the Executive’s title or requiring the Executive to report to anyone other than the Mural CEO; (ii) a material diminution in the Executive’s Base Salary or Target Bonus except for across-the-board salary or target bonus reductions similarly affecting all or substantially all senior management employees of Mural; (iii) a material change in the Executive’s current work location of at least 40 miles of driving distance between the prior and new locations; or (iv) a material breach of the compensation provision of this Agreement by Mural. “Good Reason Process” means that (A) the Executive reasonably determines in good faith that a Good Reason Condition has occurred; (B) the Executive notifies Mural in writing of the first occurrence of the Good Reason Condition within 60 days of the first occurrence of such condition; (C) the Executive cooperates in good faith with ▇▇▇▇▇’s efforts, for a period not less than 30 days following such notice (the “Cure Period”), to remedy the condition; (D) notwithstanding such efforts, the Good Reason Condition continues to exist; and (E) the Executive terminates the Executive’s employment within 60 days after the end of the Cure Period. If Mural cures the Good Reason Condition during the Cure Period, Good Reason shall be deemed not to have occurred.
Examples of Good Reason Conditions in a sentence
In the event of elimination of the Executive's job position or reduction in duties and/or reassignment of the Executive to a new position of less authority or reduction in Base Salary (collectively referred to as the "Good Reason Conditions") the Executive may terminate this Agreement if the Executive provides notice to the Company within ninety (90) days of the initial existence of the Good Reason Condition and a thirty (30) day period for the Company to cure the Good Reason Condition.
If the Company cures the Good Reason Condition(s) during the Cure Period, Good Reason shall be deemed not to have occurred (termination pursuant to this Section 7(e) being referred to herein as “Resignation for Good Reason”).
More Definitions of Good Reason Conditions
Good Reason Conditions. (i) a material diminution in the Executive’s title or requiring the Executive to report to anyone other than the Mural CEO; (ii) a material diminution in the Executive’s Base Salary or Target Bonus except for across-the-board salary or target bonus reductions similarly affecting all or substantially all senior management employees of Mural; but not to exceed 10% (iii) a change to the remote working relationship requiring you to be present in person and report to work in Waltham, MA or any other principal work locations of Mural or Alkermes on a regular basis; (iv) a material breach of the compensation provision of this Agreement by ▇▇▇▇▇; or (v) there is a requirement by Alkermes that you perform an act or not perform an act that you reasonably believe materially violates an applicable law, rule or regulation or constitutes fraud or violates a clear mandate of public policy. “Good Reason Process” means that (A) the Executive reasonably determines in good faith that a Good Reason Condition has occurred; (B) the Executive notifies Mural in writing of the first occurrence of the Good Reason Condition within 60 days of the first occurrence of such condition; (C) the Executive cooperates in good faith with ▇▇▇▇▇’s efforts, for a period not less than 30 days following such notice (the “Cure Period”), to remedy the condition;(D) notwithstanding such efforts, the Good Reason Condition continues to exist; and (E) the Executive terminates the Executive’s employment within 60 days after the end of the Cure Period. If Mural cures the Good Reason Condition during the Cure Period, Good Reason shall be deemed not to have occurred.
Good Reason Conditions. (i) the Company and/or the U.S. Subsidiary commits a material breach of this Agreement which is not remedied by the Company and/or the U.S. Subsidiary within fifteen (15) days of receiving written notice from Executive that specifically sets forth the factual basis for Executive’s belief that a material breach has occurred; (ii) a diminution of Executive’s Base Salary of more than 10% (provided that for purposes of Section 7(b) only a diminution of Executive’s Base Salary of less than 10% other than in connection with an across-the-board salary reduction affecting all senior executives of the U.S. Subsidiary shall give rise to a Good Reason Condition); (iii) a material change in the geographic location at which the Executive provides services to the Company and/or the U.S. Subsidiary (provided that for this purpose, in no event shall a relocation of such provision of services to a new location less than fifty (50) miles from the current location of the provision of services give rise to a Good Reason Condition); (iv) a material diminution in the Executive’s responsibilities, authority or duties or
Good Reason Conditions. (i) a material diminution in the Executive’s
Good Reason Conditions. (i) the Company and/or the U.S. Subsidiary commit a material breach of this Agreement; (ii) a diminution of Executive’s Base Salary at any time; (iii) a material change in the geographic location at which the Executive provides services to the Company and/or the U.S. Subsidiary (provided that for this purpose, in no event shall a relocation of such provision of services to a new location less than fifty (50) miles from the current location of the provision of services give rise to a Good Reason Condition); (iv) a material diminution in the Executive’s responsibilities, authority or duties, provided a reduction in duties, position or responsibilities solely by virtue of the Company being acquired and made part of a larger entity (as, for example, when the Chief Executive Officer of the Company remains as such following a Change of Control but is not made the Chief Executive Officer of the acquiring Company) shall not be a Good Reason condition; or (v) a successor to the Company fails to assume this Agreement in writing upon becoming a successor or assignee of the Company. With respect to each of the Good Reason Conditions described above, Executive may not establish “Good Reason” unless he has provided written notice of the existence of such condition to the Company within forty five (45) days of the event constituting such Good Reason, the Company fails to reasonably cure such condition within the thirty (30) day period immediately following receipt of such notice and the Executive terminates his employment within sixty (60) days after providing written notice of the existence of a Good Reason Condition or end of the cure period, whichever is later.
Good Reason Conditions that occur without the Executive’s consent: