Define: Good Reason
What does "Good Reason" mean? The meaning differs based on the contract. We found 10 definitions across 9 companies in SEC filings.
Definition 1 (Archer-Daniels-Midland Co, seen in 1 filing)
Good Reason means the meaning specified in your employment agreement with the Company provided if you are not a party to an employment agreement that contains such definition, then a termination for Good Reason shall occur upon your resignation from employment with the Company as a result of one or more of the following reasons: (i) the Company materially reduces the amount of your base salary or cash bonus opportunity (it being understood that the Committee shall have discretion to set the Company's and your personal performance targets to which the cash bonus will be tied), (ii) a material diminution in your authority, duties or responsibilities, or (iii) the Company changes your place of work (other than in connection with a return to your home country upon the termination of a work assignment in a different country) to a location more than fifty (50) miles from your present place of work.
Source: Archer-Daniels-Midland Co 10-Q
Definition 2 (BANK OF AMERICA CORP /DE/, seen in 1 filing)
Good Reason means the occurrence of any of the following events without your consent (i) a material diminution in your responsibility, authority or duty (ii) a material diminution in your base salary except for across-the-board salary reductions based on Bank of America and its Subsidiaries financial performance similarly affecting all or substantially all management employees of Bank of America and its Subsidiaries or (iii) the relocation of the office at which you were principally employed immediately prior to a Change in Control to a location more than fifty (50) miles from the location of such office, or your being required to be based anywhere other than such office, except to the extent you were not previously assigned to a principal location and except for required travel on your employer s business to an extent substantially consistent with your business travel obligations at the time of the Change in Control.
Source: BANK OF AMERICA CORP /DE/ 10-Q
Definition 3 (EXPAND ENERGY Corp, seen in 1 filing)
Good Reason means the occurrence of one of the following events (i) elimination of the Participant's job position or material reduction in duties and or reassignment of the Participant to a new position of materially less authority (ii) a material reduction in the Participant's base salary or (iii) a requirement that the Participant relocate to a location outside of a fifty (50) mile radius of the location of the Participant's office or principal base of operation immediately prior to the effective date of a Change of Control.
Source: EXPAND ENERGY Corp 10-K
Definition 4 (EXPAND ENERGY Corp, seen in 1 filing)
Good Reason means the occurrence of one of the following events (i) elimination of the Participant s job position or material reduction in duties and or reassignment of the Participant to a new position of materially less authority (ii) a material reduction in the Participant s base salary or (iii) a requirement that the Participant relocate to a location outside of a fifty (50) mile radius of the location of the Participant s office or principal base of operation immediately prior to the effective date of a Change of Control.
Source: EXPAND ENERGY Corp 10-Q
Definition 5 (AMERICAN INTERNATIONAL GROUP, INC., seen in 1 filing)
Good Reason means following a Change in Control, without a Participant's written consent, (i) a reduction of more than twenty percent (20%) in a Participant's annual target direct compensation (including annual base salary, short-term incentive opportunity and long-term incentive opportunity); provided that such reduction will not constitute Good Reason if it results from a Board-approved program generally applicable to similarly-situated employees; (ii) a material diminution in the Participant's authority, duties or responsibilities; provided that a change in the Participant's reporting relationship will not constitute Good Reason unless it affects a Participant who the Company has classified as an executive vice president or above; or (ii) a relocation of the office at which the Participant performs his or her services to a location that increases his or her one-way commute by more than fifty (50) miles.
Source: AMERICAN INTERNATIONAL GROUP, INC. 10-K
Definition 6 (COMCAST CORP, seen in 1 filing)
Good Reason means a substantial demotion in Employee's position or material breach of this Agreement (which, as to either such item, if capable of being cured (as reasonably determined by the Company), shall remain uncured following ten (10) business days after written notice thereof).
Source: COMCAST CORP 10-K
Definition 7 (BROADRIDGE FINANCIAL SOLUTIONS, INC., seen in 1 filing)
Good Reason means the occurrence of any of the following after a Change in Control without the Participant’s written consent (i) material diminution with respect to the Participant’s position, duties, responsibilities, or authority as of the date immediately prior to the Change in Control (ii) a material reduction in the Participant’s aggregate compensation and benefits (iii) a failure of any successor or assign (whether direct or indirect, by purchase, merger, consolidation or otherwise) of the Company to assume in writing the obligations hereunder or (iv) a change in the location of the Participant’s primary worksite by more than fifty (50) miles from the location immediately prior to the Change in Control.
Source: BROADRIDGE FINANCIAL SOLUTIONS, INC. 10-K
Definition 8 (VISA INC., seen in 1 filing)
Good Reason means (i) a diminution in the Participant's annual base salary, annual incentive opportunity or annual long-term incentive award opportunity, as applicable, in effect immediately prior to the Change of Control (ii) the assignment to the Participant of any duties inconsistent with the Participant's positions (including status, offices, titles and reporting requirements), authority, duties or responsibilities from those in effect immediately prior to such Change of Control or any action by the Company that results in a diminution in any of the foregoing from those in effect immediately prior to such 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.
Source: VISA INC. 10-Q
Definition 9 (DOLLAR GENERAL CORP, seen in 1 filing)
Good Reason means shall mean (A) a material diminution in the Grantee's base salary; or (B) a material diminution in the Grantee's authority, duties or responsibilities. To qualify as a termination due to Good Reason under this Agreement, the Grantee must have provided written notice to the Company of the existence of the circumstances providing grounds for termination for Good Reason within thirty (30) days of the initial existence of such grounds and must have given the Company at least thirty (30) days from receipt of such notice to cure the condition constituting Good Reason. Such termination of employment must have become effective no later than one (1) year after the initial existence of the condition constituting Good Reason.
Source: DOLLAR GENERAL CORP 10-K
Definition 10 (DOLLAR GENERAL CORP, seen in 1 filing)
Good Reason means (A) a material diminution in the Grantee’s base salary unless such action is in connection with across-the-board base salary reductions affecting one-hundred percent (100%) of employees at the same grade level; or (B) a material diminution in the Grantee’s authority, duties or responsibilities.
Source: DOLLAR GENERAL CORP 10-K
Data extracted from 22 SEC EDGAR filings across 9 companies. Source: Material contracts (Exhibit 10) filed under Regulation S-K.
This page presents definitions found in actual SEC filings for informational purposes. The specific definition appropriate for your contract may vary based on jurisdiction, industry, and specific circumstances. Consult with a qualified attorney for legal advice.