Definition of good reason: Overview, definition, and example

What is "good reason"?

"Good reason" is a term commonly used in employment contracts, executive compensation agreements, and severance agreements to define conditions under which an employee or executive may voluntarily terminate their employment and still qualify for certain benefits or severance packages. The definition of "good reason" typically includes circumstances such as a significant change in the employee's role, duties, compensation, or location, as well as situations where the employer breaches the terms of the agreement. The purpose of the "good reason" clause is to provide protection for employees, ensuring they are not unfairly penalized for leaving a company when certain adverse changes occur.

In simpler terms, "good reason" refers to valid or justified circumstances that allow an employee to leave their job and still receive the benefits or compensation specified in their contract.

Why is "good reason" important?

The concept of "good reason" is important because it creates a fair framework for both employers and employees when it comes to ending an employment relationship. It ensures that employees who are forced to leave due to unfavorable changes, such as demotion, salary cuts, or other breaches by the employer, are protected and still receive the agreed-upon benefits or severance. For businesses, defining "good reason" clearly helps avoid legal disputes and protects them from potential claims of wrongful termination. For employees, having a clear definition of "good reason" offers security in knowing that they can leave under certain conditions without losing their entitlements.

Understanding "good reason" through an example

Imagine an executive who is hired under a contract that includes a severance package if they leave for "good reason." The contract might define "good reason" as a significant reduction in the executive’s salary or responsibilities, or a change in their job location without consent. If the executive is demoted or their salary is significantly reduced, they may invoke "good reason" as the basis for their resignation, ensuring they are entitled to severance benefits or other protections under the contract.

In another example, a high-level employee is transferred to a different location as part of a company restructuring. The employee finds the new location unsuitable for personal or professional reasons. If the transfer violates the terms of their employment contract, the employee may resign under "good reason" and be entitled to severance pay or other agreed-upon benefits.

Example of a "good reason" clause

Here’s how a "good reason" clause might appear in an employment or severance agreement:

"For purposes of this Agreement, 'Good Reason' means the occurrence of any of the following without the Executive’s consent: (a) a reduction in the Executive’s base salary or bonus opportunity; (b) a material reduction in the Executive’s duties, authority, or responsibilities; (c) a forced relocation of the Executive’s primary office to a location more than [X] miles from the current location; or (d) any other material breach of this Agreement by the Employer."

Conclusion

The definition of "good reason" provides clarity and fairness to employees, ensuring that they are protected when facing unfavorable changes in their role, compensation, or working conditions. It ensures that employees are not unfairly deprived of benefits or compensation when they are forced to leave due to no fault of their own. Clear definitions of "good reason" also help employers and employees understand their rights and obligations, minimizing potential legal conflicts.


This article contains general legal information and does not contain legal advice. Cobrief is not a law firm or a substitute for an attorney or law firm. The law is complex and changes often. For legal advice, please ask a lawyer.