Modified Good Reason means the occurrence, without your written consent, of either (A) the assignment to you of any duties inconsistent in any material adverse respect with your position, authority or responsibilities 60 days before the end of the Protected Period or any other material adverse change in such position, including authority or responsibilities; (B) the event specified in Section 3(f)(iv)(B); or (C) the event specified in Section 3(f)(iv)(C); provided that, in each case, you have given Notice of Termination to the Company within 90 days after the initial existence of the condition giving rise to your asserted Modified Good Reason, and the Company has failed to fully correct the Modified Good Reason by your Date of Termination (which must be at least 30 days after the Notice is given) specified in the Notice of Termination (such correction by the Company having the effect of canceling such Notice and the resulting Termination), and your Termination occurs within one year after the initial existence of circumstances constituting Modified Good Reason. Other provisions of this Agreement applicable to Section 3(b) (for example, Section 3(d) and Section 6) shall apply to the payments and benefits under this Section 3(g) as well. If you remain employed as specified in this Section 3(g), the obligations of the Company under this Agreement shall continue for the applicable Extended Protection Period after the end of the Protected Period, without regard to provisions specifying the end of the Term.
Modified Good Reason for the purposes hereof, shall mean (i) a major demotion or major reduction in job responsibilities, which for the avoidance of doubt, shall not include changes in duties or reporting responsibilities resulting from the Company ceasing to be a separate publicly-traded company or becoming an indirect subsidiary of Schlumberger, (ii) a major decrease in aggregate compensation opportunities for a fiscal year or (iii) the relocation of an employee’s principal place of employment to a location 50 miles further from the employee’s principal residence. To qualify as Modified Good Reason, the Optionee must (i) give written notice of an event constituting Modified Good Reason within 90 days of its initial occurrence, (ii) give the Company 30 days in which to cure such condition, and (iii) actually terminate employment within two years following the initial occurrence of the Modified Good Reason condition and prior to the Scheduled Vesting Date.
Modified Good Reason means the occurrence of any of the following without your consent: (i) material diminution in your base salary, (ii) as of and following the Determination Date, material diminution in your authority, duties or responsibilities when compared to your authority, duties or responsibilities as of January 27, 2020, or (iii) a relocation by more than fifty (50) miles in the principal location in which you are required to perform services; provided that Modified Good Reason shall not exist unless and until you provide the Company with written notice of the acts alleged to constitute Modified Good Reason within ninety (90) days of your knowledge of the occurrence of such event, and the Company fails to cure such acts within thirty (30) days of receipt of such notice, if curable. You must terminate employment within sixty (60) days following the expiration of such cure period for the termination to be on account of Modified Good Reason. For the avoidance of doubt, Modified Good Reason under clause (ii) above can only occur after, and not before, the Determination Date.
Examples of Modified Good Reason in a sentence
In the event that your employment is terminated for “Cause” or you voluntarily resign for any reason other than following the occurrence of a Modified Good Reason Event prior to the Separation Date, including death or disability, you will forfeit the payments provided in Sections 2(c) and 2(d).
If the Participant’s employment terminates by reason of termination by the Company or Employer without Cause, Modified Good Reason, or death or Long-Term Disability prior to the Scheduled Vesting Date, the number of Shares equal to the RSUs that remain unvested shall be delivered within 30 days of such termination date.
If the Participant’s employment terminates by reason of termination by the Company or Employer without Cause, Modified Good Reason, death, Long-Term Disability or retirement under Section 3(a)(v) prior to the Scheduled Vesting Date, the number of Shares equal to the RSUs that remain unvested shall be delivered within 30 days of such termination date.
Equity Acceleration In the event that, either prior to the Determination Date or during the Equity Acceleration Protected Period, your employment is terminated by the Company or its affiliates without Cause or you resign for Modified Good Reason, all your then-outstanding and non-forfeited equity awards (“Covered Awards”) granted under the Equity Plan will vest in full and settle (with performance targets deemed attained) on or within thirty (30) days after the date of your termination of employment.
In the event that your employment is involuntarily terminated by GSK prior to the Separation Date without “Cause” (as defined in the Tesaro Agreement), or by you following the occurrence of a Modified Good Reason Event, and subject to your execution and non-revocation of the Release, you will receive the payments described in Sections 2(c) and 2(d) of this Letter, on the regular payment schedules.
More Definitions of Modified Good Reason
Modified Good Reason means the occurrence, without your written consent, of either (A) the assignment to you of any duties inconsistent in any material adverse respect with your position, authority or responsibilities or any other material adverse change in such position, authority or responsibilities, or you ceasing to serve in your Pre-Trigger Position; (B) a material reduction by the Company in either (i) your annual base salary (including, during the Post-Protected Period, as in effect immediately prior to the Change in Control), (ii) your annual incentive (as specified below), or (iii) your annual equity awards (as specified below). For this purpose, a reduction of $10,000 in amount or value, on an annualized basis, of your base salary or annual equity awards value, or of these two elements in the aggregate, will be deemed “material” (other changes may be material in the particular circumstances). A material reduction in your annual incentive will have occurred if the amount actually paid or payable to you for any year is reduced to a level less than 80% of your annual incentive actually paid for performance in the latest full fiscal year before reduction (including any portion of a fiscal year that occurs during the Protected Period), including the grant date fair value of any equity-based awards granted as a payment of your annual incentive. A material reduction in your annual equity awards will be based on the extent to which the aggregate grant date fair value of equity awards in a given fiscal year of the Extended Protection Period is reduced from the grant date fair values of the annual equity awards granted to you from the Company in the immediately preceding fiscal year (including any portion of a fiscal year that occurs during the Protected Period). Annual equity awards shall be deemed to have a value determined in a manner consistent with the Company's (or then parent company's) internal valuation method for such awards used at the time of grant. It shall not constitute a material reduction in the annual equity awards for the Company to change the form of such awards to either equity of the surviving parent corporation or cash, provided the value thereof is not materially reduced; or (C) the relocation of the principal place of your employment to a location more than fifty (50) miles from the location of such place of employment on the Effective Date; except for required travel on the Company’s business to an extent substantially consistent with your business tr...
Modified Good Reason means the occurrence of either of the following without your consent: (i) material diminution in your base salary or (ii) a relocation by more than fifty (50) miles in the principal location in which you are required to perform services; provided that Modified Good Reason shall not exist unless and until you provide the Company with written notice of the acts alleged to constitute Modified Good Reason within ninety (90) days of your knowledge of the occurrence of such event, and the Company fails to cure such acts within thirty (30) days of receipt of such notice, if curable. You must terminate employment within sixty (60) days following the expiration of such cure period for the termination to be on account of Modified Good Reason. In addition, and notwithstanding anything in the definition of Modified Good Reason, you will be deemed to have Modified Good Reason during the ten month period commencing on April 7, 2024, and you may terminate your employment for Modified Good Reason during such period by providing the Company with written notice of termination at least sixty (60) days prior to the date on which such termination is to be effective.
Modified Good Reason for purposes of this letter agreement will mean the occurrence of either of the following without your written consent: (i) a material diminution in your base salary or target annual bonus level or (ii) a material change in the geographic location at which you must perform your duties, which shall not include a relocation of your principal place of employment to any location within a fifty (50) mile radius of the location from which you served the Company immediately prior to the relocation. In addition, in connection with the Sale Process, the Company has determined that it is appropriate to modify certain provisions of the Severance Agreement as set forth herein. In the event the Sale Process results in a Company Sale, the Company and Hardware each agree as follows, effective as of the Closing Date:
Modified Good Reason generally means the occurrence of any of the following without the Executive’s consent (i) a material diminution in the Executive’s base salary, (ii) as of, and following the Determination Date, a material diminution in the Executive’s authority, duties or responsibilities when compared to the Executive’s authority, duties or responsibilities as of January 27, 2020 or, (iii) a relocation by more than fifty miles in the principal location in which the Executive is required to performance services; provided, that Modified Good Reason will not exist unless and until the Executive provides written notice of the acts alleged to constitute Modified Good Reason within 90 days of the Executive’s knowledge of the occurrence of such event, and Laureate fails to cure such acts within 30 days following receipt of such notice, if curable, and the Executive terminates employment within 60 days following expiration of such cure period.
Modified Good Reason means the occurrence of any of the following events without the written consent of Grantee: (a) any material reduction in Grantee’s Base Salary, as it may be adjusted from time to time, without a corresponding reduction in the base salaries of the other executives of the Corporation, or (b) any requirement by the Corporation (without Grantee’s consent) that Grantee be principally based at any office or location more than sixty (60) miles from Grantee’s principal work location as of the Grant Date. If Grantee fails to give the Corporation written notice of the Grantee’s intention to terminate employment with the Corporation because of a Modified Good Reason event within ninety (90) days following Grantee’s first knowledge of any Modified Good Reason event and a period of sixty (60) days in which the Corporation may remedy the event alleged to constitute a Modified Good Reason, and if Grantee has not Separated from Service within thirty (30) days following expiration of the Corporation’s cure period, the event shall not constitute a Modified Good Reason, and the Grantee shall have no right to terminate employment for a Modified Good Reason as a result of such event.
Modified Good Reason shall have the same meaning as the defined term “Good Reason” in the Employment Agreement, except that (1) the phrase “or, the failure of the stockholders of the Company to elect or reelect the Executive to the Board, provided, that the Executive stands for election or reelection, as applicable” shall be stricken from clause (A) of such definition, and (2) clause (D) of such definition shall not apply for purposes hereof.
Modified Good Reason means the occurrence of any of the following without your consent: (i) reduction to your base salary, annual target bonus opportunity or annual target long term incentive equity grant date value, (ii) an adverse change to your title of Chief Executive Officer, or (iii) a relocation by more than fifty (50) miles in the principal location in which you are required to perform services; provided, that Modified Good Reason shall not exist unless and until you provide the Company with written notice of the acts alleged to constitute Modified Good Reason within ninety (90) days of your knowledge of the occurrence of such event, and the Company fails to cure such acts within thirty (30) days of receipt of such notice, if curable. You must terminate your employment within sixty (60) days following the expiration of such cure period for the termination to be on account of Modified Good Reason. In addition, and notwithstanding anything in the definition of Modified Good Reason, you will be deemed to have Modified Good Reason during the period commencing January 15, 2025 and ending February 25, 2025, and you may terminate your employment for Modified Good Reason during such period by providing the Company with written notice of termination at least sixty (60) days prior to the date on which such termination is to be effective. D&O Coverage: The Company provides full D&O insurance coverage for its executive team and is obligated under its charter and bylaws to indemnify, to the fullest extent permitted under law, any of its directors and officers who, by reason of such position, was, is, or is threatened to be made a party to any threatened, pending, or completed action, suit, or proceeding, whether civil, criminal, administrative, or investigative. Outside Board Memberships: As you know, our policy regarding external Board memberships is that these require the approval of the Board. The Board will judge the extent to which such memberships may affect the performance of your primary duties to the Company. Non-Compete & Non-Solicit: By executing this letter agreement, you agree and acknowledge that you are subject to certain non-compete and non-solicit covenants, which remain in full force and effect. Section 409A (i) Notwithstanding anything contained in this letter agreement to the contrary, if on the date of termination of your employment you are a “specified employee,” within the meaning of Section 409A and the Company’s policy for determining specified employees, t...