Good Reason
17 definitions

“Good Reason” means the occurrence of any one or more of the following:

(a) Any material breach by the Company of any of the provisions of this Agreement or any material failure by the Company to carry out any of its obligations hereunder;

(b) The Company’s requiring Executive to be based at any office or location more than 50 miles from One Express Way, Saint Louis, Missouri (the “Current Headquarters”), except for travel reasonably required in the performance of Executive’s responsibilities to the extent substantially consistent with Executive’s business travel obligations;

(c) Any substantial and sustained diminution in Executive’s authority or responsibilities from those described in Section 2.3; provided, however, notwithstanding the foregoing, (i) in the event a Change in Control shall occur which results in ESHC becoming a subsidiary of another pharmacy benefit management company (“PBM”), or which is in the form of a merger in which the surviving corporation or entity is a PBM (x) so long as Executive is offered a position as an officer of the parent PBM (or surviving corporation or entity) with duties and responsibilities which are not inconsistent in any material adverse respect with his duties and responsibilities immediately prior to such Change in Control, and such position is based at an office or location not more than 50 miles from the Current Headquarters, such change in position shall not constitute Good Reason, but (y) if Executive is not offered a position as an officer of the parent PBM or surviving corporation or entity as described in (x), a substantial and sustained diminution in Executive’s authority or responsibility shall be deemed to have occurred; or (ii) in the event a Change in Control shall occur which results in ESHC becoming a subsidiary of a non-PBM or is in the form of a merger in which the surviving corporation or entity is not a PBM, failure to receive an offer to serve as an officer of the non-PBM parent or surviving corporation or entity shall not constitute Good Reason provided Executive’s duties subsequent to the Change in Control are not inconsistent in any material adverse respect with his duties immediately prior to the Change in Control, and such position is based at an office or location not more than 50 miles from the Current Headquarters;

(d) The material diminution of the perquisites or benefits Executive enjoys in the aggregate under the Company’s benefit programs (including long-term incentive compensation programs), such as any of the Company’s pension, savings, vacation, life insurance, medical, health and accident, disability or long-term incentive plans in which he was participating at the time of any such material discontinuation (or, alternatively, if such plans are amended, modified or discontinued, material diminution of benefits thereunder in the aggregate), or the taking of any action by the Company which would directly or indirectly cause such benefits to be materially diminished in the aggregate to the benefits in effect immediately prior to taking such action; provided, that a material diminution in the context of long-term incentives shall be measured based on Executive’s long-term incentive opportunity; provided, further, that any amendment, modification or discontinuation of any plans or benefits referred to in this subsection (d) that generally affect substantially all other domestic salaried employees of the Company who were eligible to participate, and participated, in the affected Company benefit program(s) shall not be deemed to constitute Good Reason; and

(e) The failure of the Company to renew this Agreement for an additional Renewal Period under Section 2.2, unless the current Employment Period is scheduled to end after Executive has attained the age of 65;

provided, that the events described in Section 1.23(a), (b), (c) or (d) above shall only constitute Good Reason if the Company fails to cure such event within 30 days after receipt from Executive of written notice of the event which constitutes Good Reason, and the event described in Section 1.23(e) shall only constitute Good Reason if the Company has received written notice from the Executive specifically expressing a desire to renew this Agreement which notice must be received no more than 75 days, and no less than 30 days prior to the expiration of the then current Employment Period; and provided, further, that for the events described in Section 1.23(a), (b), (c) or (d) above, “Good Reason” shall cease to exist for an event on the 90th day following the later of its occurrence or Executive’s knowledge thereof, unless Executive has given the Company written notice thereof prior to such date.

Notwithstanding anything to the contrary set forth in this Section 1.23, the appointment of a different person to the office of President of ESHC during the term of this Agreement shall not constitute “Good Reason”, provided such person reports to and is subject to the direction of Executive in Executive’s capacity as Chief Executive Officer of ESHC.

FK Reading Ease
-48.6

FK Grade Level
Graduate School
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  • "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.
    FK Reading Ease
    -50.4

    FK Grade Level
    Graduate School
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  • 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.

    FK Reading Ease
    13

    FK Grade Level
    Graduate School
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  • Good Reason” means a Termination of Employment during the two-year period following a Change of Control by a Participant if (i) such Termination of Employment constitutes a termination for “good reason” or qualifies under any similar constructive termination provision in any Individual Agreement applicable to such Participant, or (ii) if the Participant is not party to any such Individual Agreement, or if such Individual Agreement does not contain such a provision, any Termination of Employment following the occurrence of: (A) an involuntary relocation that increases the Participant’s commute by more than 50 miles from the commute in effect immediately prior to the applicable Change of Control, (B) a material reduction in either the Participant’s base pay or in the Participant’s overall compensation opportunity from the levels in effect immediately prior to the applicable Change of Control or (C) a material reduction in the Participant’s authority, duties or responsibilities below the levels in effect immediately prior to the applicable Change of Control. Notwithstanding the foregoing, a Termination of Employment shall be deemed to be for Good Reason under clause (ii) of this Section 1.2(t) only if the Participant provides written notice to the Company of the existence of one or more of the conditions giving rise to Good Reason within 90 days of the initial existence of such condition, the Company fails to cure such condition during the 30-day period (the “Cure Period”) following its receipt of such notice, and the Participant terminates employment within 180 days following the conclusion of the Cure Period.

    FK Reading Ease
    -82.8

    FK Grade Level
    Graduate School
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  • “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.

    FK Reading Ease
    -36.4

    FK Grade Level
    Graduate School
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  • “Good Reason” shall mean any one or more of the following:

         a) without your express written consent, the assignment to you of any duties, or any limitation of your responsibilities, substantially inconsistent with your positions, duties, responsibilities and status with the Participating Company Group immediately prior to the date of a Change in Control;

         b) without your express written consent, the relocation of the principal place of your employment or service to a location that is more than fifty (50) miles from your principal place of employment or service immediately prior to the date of a Change in Control, or the imposition of travel requirements substantially more demanding of you than such travel requirements existing immediately prior to the date of the Change in Control;

         c) any failure by the Participating Company Group to pay, or any material reduction by the Participating Company Group of, (A) your base salary in effect immediately prior to the date of a Change in Control (unless reductions comparable in amount and duration are concurrently made for all other employees of the Participating Company Group with responsibilities, organizational level and title comparable to yours), or (B) your bonus compensation, if any, in effect immediately prior to the date of a Change in Control (subject to applicable performance requirements with respect to the actual amount of bonus compensation earned by you);

         d) any failure by the Participating Company Group to (A) continue to provide you with the opportunity to participate, on terms no less favorable than those in effect for the benefit of any employee or service provider group which customarily includes a person holding the employment or service provider position or a comparable position with the Participating Company Group then held by you, in any benefit or compensation plans and programs, including, but not limited to, the Participating Company Group’s life, disability, health, dental, medical, savings, profit sharing, stock purchase and retirement plans, if any, in which you were participating immediately prior to the date of the Change in Control, or their equivalent, or (B) provide you with all other fringe benefits (or their equivalent) from time to time in effect for the benefit of any employee group which customarily includes a person holding the employment or service provider position or a comparable position with the Participating Company Group then held by you;

         e) any breach by the Participating Company Group of any material agreement between you and a Participating Company concerning your employment; or

         f) any failure by the Company to obtain the assumption of any material agreement between you and the Company concerning your employment by a successor or assign of the Company.

    FK Reading Ease
    -14.1

    FK Grade Level
    Graduate School
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  • 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.

    FK Reading Ease
    -5.2

    FK Grade Level
    Graduate School
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