Good Reason
17 definitions

Good Reason

“Good Reason” means: (i) a material reduction by the Company, a Subsidiary or an Affiliate in the Participant’s rate of annual base salary from that in effect immediately prior to the Change of Control; (ii) a material reduction by the Corporation or a Subsidiary in the Participant’s annual target bonus opportunity from that in effect immediately prior to the Change of Control; or (iii) the Company, a Subsidiary or an Affiliate requires the Participant to change the Participant’s principal location of work to a location that is in excess of fifty (50) miles from the location thereof immediately prior to the Change of Control . Notwithstanding the foregoing, a Termination of a Participant for Good Reason shall not have occurred unless (i) the Participant gives written notice to the Company, a Subsidiary or an Affiliate, as applicable, of Termination within thirty (30) days after the Participant first becomes aware of the occurrence of the circumstances constituting Good Reason, specifying in reasonable detail the circumstances constituting Good Reason, and the Company, the Subsidiary or the Affiliate, as the case may be, has failed within thirty (30) days after receipt of such notice to cure the circumstances constituting Good Reason. The foregoing to the contrary notwithstanding, if at any particular time the Participant is subject to an effective employment agreement with the Company, a Subsidiary or an Affiliate, then, in lieu of the foregoing definition, “Good Reason” shall at that time have such meaning as may be specified in such employment agreement.

Good Reason

“Good Reason” shall mean “Good Reason” as such term may be defined in any employment agreement or change-in-control agreement in effect at the time of termination of employment between the Grantee and the Company or any of its Subsidiaries or Affiliates, or, if there is no such employment or change-in-control agreement, “Good Reason” shall mean (i) (A) a reduction in Grantee’s base salary (other than a general reduction in base salary that affects all similarly situated employees (defined as all employees within the same Company pay grade as that of Grantee) in substantially the same proportions that the Board implements in good faith after consultation with the Chief Executive Officer (“CEO”) and Chief Operating Officer of the Company, if any); (B) a reduction in Grantee’s annual incentive compensation opportunity; or (C) the reduction of benefits payable to Grantee under the Company’s Supplemental Executive Retirement Plan (if Grantee is a participant in such plan), in each case other than any isolated, insubstantial and inadvertent failure by the Company that is not in bad faith and is cured within ten (10) business days after Grantee gives the Company written notice of such event; provided that the events described in (i)(A) or (i)(B) above will not be deemed to give rise to Good Reason if employment is terminated, but Grantee declines an offer of employment involving a loss of compensation of less than 15% from a purchaser, transferee, outsourced vendor, new operating entity or affiliated employer; (ii) a substantial diminution in Grantee’s title, duties and responsibilities, other than any isolated, insubstantial and inadvertent failure by the Company that is not in bad faith and is cured within ten (10) business days after Grantee gives the Company written notice of such event; or (iii) a transfer of Grantee’s primary workplace to a location that is more than twenty (20) miles from his or her workplace as of the date of this Agreement; provided that Good Reason shall not be deemed to occur merely because Grantee’s willful decision to change position or status within the Company or any of its Subsidiaries causes one or more of the occurrences described in (i), (ii), or (iii) to come about.

Good Reason

“Good Reason” means, without the Grantee’s express written consent, the occurrence of any one or more of the following:

(i) A material and substantial reduction in the nature or status of the Grantee’s authorities or responsibilities (when such authorities and/or responsibilities are viewed in the aggregate) from their level in effect on the day immediately prior to the start of the Protected Period, other than (A) an inadvertent act that is remedied by the Company promptly after receipt of notice thereof given by the Grantee, and/or (B) changes in the nature or status of the Grantee’s authorities or responsibilities that, in the aggregate, would generally be viewed by a nationally-recognized executive placement firm as resulting in the Grantee having not materially and substantially fewer authorities and responsibilities (taking into consideration the Company’s industry) when compared to the authorities and responsibilities applicable to the position held by the Grantee immediately prior to the start of the Protected Period. The Company may retain a nationally-recognized executive placement firm for purposes of making the determination required by the preceding sentence and the written opinion of the firm thus selected shall be conclusive as to this issue.

In addition, if the Grantee is a vice president, the Grantee’s loss of vice-president status will constitute “Good Reason”; provided that the loss of the title of “vice president” will not, in and of itself, constitute Good Reason if the Grantee’s lack of a vice president title is generally consistent with the manner in which the title of vice president is used within the Grantee’s business unit or if the loss of the title is the result of a promotion to a higher level office. For the purposes of the preceding sentence, the Grantee’s lack of a vice-president title will only be considered generally consistent with the manner in which such title is used if most persons in the business unit with authorities, duties, and responsibilities comparable to those of the Grantee immediately prior to the commencement of the Protected Period do not have the title of vice-president.

(ii) A material reduction by the Company in the Grantee’s annualized rate of base salary as in effect at the start of the Protected Period, or as the same shall be increased from time to time.

(iii) A material reduction in the aggregate value of the Grantee’s level of participation in any of the Company’s short and/or long-term incentive compensation plans (excluding stock-based incentive compensation plans), employee benefit or retirement plans, or policies, practices, or arrangements in which the Grantee participates immediately prior to the start of the Protected Period; provided, however, that a reduction in the aggregate value shall not be deemed to be “Good Reason” if the reduced value remains substantially consistent with the average level of other employees who have positions commensurate with the position held by the Grantee immediately prior to the start of the Protected Period.

(iv) A material reduction in the Grantee’s aggregate level of participation in the Company’s stock-based incentive compensation plans from the level in effect immediately prior to the start of the Protected Period; provided, however, that a reduction in the aggregate level of participation shall not be deemed to be “Good Reason” if the reduced level of participation remains substantially consistent with the average level of participation of other employees who have positions commensurate with the position held by the Grantee immediately prior to the start of the Protected Period.

(v) The Grantee is informed by the Company that his or her principal place of employment for the Company will be relocated to a location that is greater than fifty (50) miles away from the Grantee’s principal place of employment for the Company at the start of the corresponding Protected Period; provided that, if the Company communicates an intended effective date for such relocation, in no event shall Good Reason exist pursuant to this clause (v) more than ninety (90) days before such intended effective date.

The Grantee’s right to terminate employment for Good Reason shall not be affected by the Grantee’s incapacity due to physical or mental illness. The Grantee’s continued employment shall not constitute a consent to, or a waiver of rights with respect to, any circumstances constituting Good Reason herein.

Good Reason

Definition of “Good Reason”. For all purposes under this Agreement, “Good Reason” means the occurrence of one or more of the following events arising without the express written consent of the Executive, but only if the Executive notifies the Employer in writing of the event within sixty (60) days following the occurrence of the event, the event remains uncured after the expiration of thirty (30) days from receipt of such notice, and the Executive resigns effective no later than thirty (30) days following the Employer’s failure to cure the event:

(i) the occurrence, prior to a Change of Control or on or after the date which is twelve (12) months after a Change of Control occurs, of any one or more of the following events that results in a material negative change in the Executive’s employment relationship with the Employer:

(A) a reduction in the Executive’s Base Salary or target bonus opportunity from that provided to her immediately on the Effective Date of this Agreement or as the same may be increased from time to time; or

(B) a diminution in employee benefits (including but not limited to medical, dental, life insurance and long-term disability plans) and perquisites applicable to the Executive from those substantially similar to the employee benefits and perquisites provided by the Employer (including subsidiaries) to executives with comparable duties, as such benefits may be modified from time to time; or

(ii) the occurrence, within twelve (12) months after the date upon which a Change of Control occurs, of any one or more of the following events:

(A) a material diminution in the Executive’s Base Salary;

(B) a material diminution in the Executive’s authority, duties, or responsibilities;

(C) a material diminution in the authority, duties, or responsibilities of the supervisor to whom the Executive is required to report, including a requirement that the Executive report to a corporate officer or employee instead of reporting directly to the board of directors of the Employer;

(D) a material diminution in the budget over which the Executive retains authority;

(E) the Employer or a subsidiary thereof requiring the Executive to be permanently based anywhere other than within fifty (50) miles of the Executive’s job location immediately prior to the reassignment;

(F) any other action that constitutes a material breach by the Employer of the Agreement; or

(G) the occurrence of one or more of the following events that results in a material negative change in the Executive’s employment relationship with the Employer:

(1) a reduction in the Executive’s target bonus opportunity as in effect immediately prior to the Change of Control or as the same may be increased from time to time;

(2) a change in the eligibility requirements or performance criteria under any bonus, incentive or compensation plan, program or arrangement under which the Executive is covered immediately prior to the Change of Control which adversely affects the Executive;

(3) without replacement by a plan providing benefits to Executive equal to or greater than those discontinued, the failure by the Employer or a subsidiary thereof 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 benefit plan, program or arrangement in which Executive is participating at the time of the Change of Control, or the taking of any action by the Employer or a subsidiary thereof that would adversely affect Executive’s participation or materially reduce Executive’s benefits under any of such plans; or

(4) the taking of any action by the Employer or a subsidiary thereof that would materially adversely affect the physical conditions existing at the time of the Change of Control in or under which Executive performs her employment duties.

Good Reason

Good reason means the occurrence (without the participant's express written consent) prior to a change in control of the Company under the circumstances described in Section 3.14 hereof of any one of the following acts by the Company, or failures by the Company to act:

(a) the assignment to the participant of any duties inconsistent (except in the nature of a promotion) with the position in the Company that the participant held immediately prior to the potential change in control of the Company or a substantial adverse alteration in the nature or status of the participant's position or responsibilities or the conditions of the participant's employment from those in effect immediately prior to the potential change in control of the Company;

(b) a reduction by the Company in the participant's annual base salary as in effect on the effective date of this Section 3.7, or such higher amount as is in effect from time to time;

(c) the Company's requiring the participant to be based more than twenty-five (25) miles from the Company's offices at which the participant was principally employed immediately prior to the date of the potential change in control of the Company except for required travel on the Company's business to an extent substantially consistent with the participant's business travel obligations on the effective date of this Section 3.7 or, if later, on the date the participant first becomes eligible for this plan;

(d) the failure by the Company to pay to the participant any portion of the participant's current compensation or compensation under any deferred compensation program of the Company, within seven (7) days of the date such compensation is due;

(e) the failure by the Company to continue in effect any material compensation or benefit plan in which the participant participates immediately prior to the change in control of the Company unless an equitable arrangement (embodied in an ongoing substitute or alternative plan) has been made with respect to such plan, or the failure by the Company to continue the participant's participation therein (or in such substitute or alternative plan) on a basis not materially less favorable, both in terms of the amount of benefits provided and the level of the participant's participation relative to other participants, than existed at the time of the potential change in control;

(f) the failure by the Company to continue to provide the participant with benefits substantially similar to those enjoyed by the participant under any of the Company's pension, life insurance, medical, health and accident, or disability plans in which the participant was participating at the time of the potential change in control of the Company, the taking of any action by the Company which would directly or indirectly materially reduce any of such benefits or deprive the participant of any material fringe benefit enjoyed by the participant at the time of the potential change in control of the Company, or the failure by the Company to provide the participant with the number of paid vacation days to which the participant is entitled on the basis of the participant's years of service with the Company in accordance with the Company's normal vacation policy in effect at the time of the potential change in control of the Company;

(g) the failure of the Company to obtain a satisfactory agreement from any successor to assume and agree to perform the terms of this plan; or

(h) any purported termination of the participant's employment which is not effected pursuant to a notice of termination satisfying the requirements of all other agreements between the Company and the participant, which purported termination shall not be effective for purposes of this plan. The participant's right to treat termination of employment as being within this Section 3.7 will not be affected by the participant's incapacity due to physical or mental illness. The participant's continued employment will not constitute consent to, or a waiver of rights with respect to, any circumstance constituting good reason hereunder.

Good Reason

“Good Reason” means a termination of a Participant’s employment by such Participant following the occurrence of one or more of the following events: (a) a material reduction in the Participant’s annual base salary or target annual bonus opportunity (unless a similar reduction is applied broadly to similarly situated employees), (b) a material reduction in the scope of a Participant’s duties and responsibilities, or (c) the relocation of the Participant’s principal place of employment to a location that is more than 50 miles from such prior location of employment. In order for a termination by the Executive to constitute a termination for Good Reason, (i) the Executive must notify the Company of the circumstances claimed to constitute Good Reason in writing not later than the 90th day after it has arisen or occurred, (ii) the Company must not have cured such circumstances within 30 days of receipt of such notice, and (iii) the Executive terminates employment within 6 months of the date on which the circumstances claimed to constitute Good Reason first arose or occurred.

Good Reason
"Good Reason", as used in connection with the termination of a Participant’s employment, means (1) with respect to any Participant employed under a written employment agreement with the Corporation or an Affiliate of the Corporation, "good reason" or similar term as defined in that written agreement or, if such agreement contains no such definition, a material breach by the Corporation of that agreement, or (2) with respect to any other Participant, a failure by the Corporation to pay that Participant any amount otherwise vested and due and a continuation of that failure for 30 business days following notice to the Corporation of that failure.
Loading conversations.
About this term

Good Reason has been defined 17 different ways in documents like Equity Incentive Compensation Plan, Stock Appreciation Rights Agreement, Terms and Conditions Applicable to 2014 Restricted Stock Rights, and 4 more.

Similar or Related Terms