Good Reason Contract Clauses (36)

Good Reason. Under your Employment Agreement, you are entitled to certain benefits if you terminate your employment for "Good Reason." In consideration of your eligibility for the Retention Bonus, the term "Good Reason" is amended to read as follows: "Good Reason" means any of the following taken without Executive's written consent and provided (a) the Company receives, within thirty (30) days following the occurrence of any of the events set forth in clauses (i) through (iii) below, written notice from Exec...utive specifying the specific basis for Executive's belief that Executive is entitled to terminate employment for Good Reason, (b) the Company fails to cure the event constituting Good Reason within thirty (30) days after receipt of such written notice thereof, and (c) Executive terminates employment within the earlier of ten days (10) days following expiration of such cure period or receipt from the Company that such deficiencies will not be cured: (i) the assignment to Executive of duties that are substantially inconsistent with the professional skills associated with Executive's position immediately prior to Closing and if such assignment is a material diminution in Executive's duties prior to such assignment; (ii) a decrease in Executive's Base Salary and Target Bonus, combined, by more than 10% (other than in connection with a general decrease in the cash compensation of all other officers); and (iii) the relocation of the Executive to a facility or a location more than twenty five (25) miles from Executive's then current location; provided, however, that Executive agrees and acknowledges that Executive will not have "Good Reason" to terminate employment solely because of the Merger or because, after the Closing, the Company will no longer be an independent company publicly traded on a U.S. securities exchange and Executive will be employed by a subsidiary of Parent. View More

Good Reason. For purposes of this Agreement, "Good Reason" will have the meaning defined in the Participant's Individual Agreement, if any. If no Individual Agreement exists, "Good Reason" will mean the occurrence of any one or more of the following without the Participant's consent: -7- (a) A material, adverse change in title, authority or duties (including the assignment of duties materially inconsistent with the Participant's position); (b) A relocation of the Participant's principal worksite more than 50... miles; or (c) A material reduction in the Participant's base salary; provided that none of the foregoing events or conditions will constitute Good Reason unless the Participant provides the Company with written objection to the event or condition within 30 days following the initial occurrence thereof, the Company does not reverse or otherwise cure the event or condition within 30 days of receiving that written objection, and the Participant resigns his or her employment within 30 days following the expiration of that cure period. View More