Good Reason

Good Reason. Means the continued occurrence of any of the following without the Executive's consent, subject to the notice and cure conditions set forth below: (A) a material adverse change in the Executive's title, reporting relationship, or authority; (B) a material adverse change in the Executive's duties and responsibilities as of the Effective Date; (C) a reduction in the Executive's Base Salary not otherwise made on a substantially similar basis for senior Company executives generally; (D) a material... breach of any other provision of this Agreement; (E) the requirement that the Executive relocate on a permanent basis (except for required business travel) to a location more than 30 miles from the Chicago, Illinois metropolitan area, or (F) the failure of any acquirer who purchases all or substantially all of the assets or business of the Company to assume and agree to be bound by this Agreement. Executive's employment with the Company may be terminated for Good Reason only if (1) Executive provides written notice to the Company of the occurrence of the Good Reason event (as described above) within 30 days after the Executive knows or reasonably should have known of the circumstances constituting Good Reason, (2) the Company fails to cure the circumstances constituting "Good Reason" within 30 days after such notice, and (3) Executive resigns within 30 days after the expiration of such 30-day cure period. For the avoidance of doubt, an initial public offering of common stock of the Company or any parent (direct or indirect) or other Affiliate of the Company shall not constitute Good Reason for purposes of this Agreement. View More

Good Reason. (i) without the Employee's express written consent, a material diminution by Employer of Employee's duties and responsibilities, (ii) the relocation of Employee to a facility or a location more than sixty (60) miles from the principal office location at the time of execution of this Agreement, or (iii) Employer's breach of any material term of this Agreement, provided, however, that in order to resign for Good Reason, Employee must (1) provide, written notice to the Company within thirty (30)... days after the first occurrence of the event giving rise to Good Reason setting forth the basis for the resignation. (2) allow the Company at least thirty (30) days from receipt of such written notice to cure such event, and (3) if such event is not reasonably cured within such period, resign from all positions within ninety (90) days after the expiration of the cure period. View More

Good Reason. Shall mean, in the context of a resignation by the Executive, a resignation that occurs within thirty (30) days following the Executive's first having knowledge of any material adverse change in the Executive's compensation or any material breach of this Agreement by the Company, provided that in the case of a material breach, Good Reason shall only exist where the Executive has provided the Company with written notice of the breach, the breach is reasonably capable of being cured within a... period often (10) business days, and the Company has failed to cure within ten (10) business days. View More

Good Reason. Unless otherwise agreed to in writing by the Executive, (a) the failure of the Company to pay or cause to be paid the Executive's Base Salary or Incentive Compensation if and when payable in accordance with its terms; (b) any material diminution in the Executive's position, authority or responsibilities in effect immediately prior to such diminution, including a requirement that the Executive report to a corporate officer or an employee instead of reporting directly to the Board; (c) a... relocation of the Executive's principal office location of more than 50 miles from the Company's Norwalk, Connecticut headquarters or a relocation of the Executive's principal office location of a shorter distance that the Committee determines, in good faith, causes the Executive material hardship; (d) a decrease by the Company of the Executive's Base Salary or target Incentive Compensation in effect immediately prior to such decrease that is sufficient to be treated as an involuntary termination under Treasury Regulations § 1.409A-1(n)(2); (e) on or following a Change in Control, a material decrease in the Executive's aggregate employee benefits that is sufficient to be treated as an involuntary termination under Treasury Regulations § 1.409A-1(n)(2); (f) on or following a Change in Control, a material diminution in the Executive's reporting relationships, duties or responsibilities, including, without limitation, ceasing to be a chief executive officer who reports directly to the board of directors of a public company; or (g) upon a Change in Control, a successor to the Company failing to expressly assume this Agreement. Notwithstanding the foregoing, a resignation will only qualify as being for "Good Reason" if, within 90 days of the initial existence of a condition listed above (or, if later, the time at which the Executive knew or reasonably should have known of its existence), the Executive provides notice to the Company of the existence of a supposedly qualifying condition and the related circumstances that cause it to qualify, and within 30 days after such notice, the Company does not remedy the condition View More

Good Reason. (1) The scope of the Executive's duties, responsibilities and reporting lines as the Chief Executive Officer of the Company are, in the aggregate, materially reduced ; (2) Any material change in the geographic location at which the Executive must perform the Executive's duties to the Company and its affiliates, which, for purposes of this Agreement, means the permanent relocation of the Executive's principal place of employment to any office or location which is located more than 100 miles from... the location where the Executive is based immediately prior to the change in location; (3) Any action or inaction that constitutes a material breach of this Agreement by the Company; or (4) The provision by the Company to the Executive of written notice pursuant to Section 1(a) that the Term of the Agreement shall not be extended as of December 31, 2023, provided that the Executive is willing and able to continue in employment under the terms of the Agreement, if extended. The Executive shall be deemed to be willing and able to continue in employment under the terms of the Agreement if he so states in the written notice of termination described in the following sentence. In order to terminate employment for Good Reason, the Executive must provide a written notice of termination with respect to termination for Good Reason to the Company within 60 days after the event constituting Good Reason has occurred. The Company shall have a period of 30 days in which it may correct the act, or the failure to act, that gave rise to the Good Reason event as set forth in the notice of termination. If the Company does not correct the act, or the failure to act, the Executive must terminate employment for Good Reason within 30 days after the end of the cure period, in order for the termination to be considered a Good Reason termination; provided that in the event of a termination on account of non-renewal of the Agreement as of December 31, 2023 under clause (4) above, the termination date shall not be earlier than the scheduled end of the Term, and such termination shall be treated for all purposes under this Agreement as having occurred during the Term. Notwithstanding the foregoing, in no event will the Executive have Good Reason for termination if an event described in Section 12(c)(1) occurs in connection with the Executive's inability to substantially perform the Executive's duties on account of short-term or long-term disability. View More

Good Reason. Executive's termination of his employment because of (i) the Company's breach of any one or more of the material provisions of this Agreement; (ii) a material reduction by the Company of Executive's base salary, unless Executive consents to such reduction; (iii) a material diminution in Executive's duties, responsibilities or authority; or (iv) a change in title or a requirement that Executive report to a corporate officer or employee instead of reporting directly to the Board, unless such... change follows a Change of Control in which case Executive shall only have Good Reason to terminate his employment under this subsection (iv) if he is required to report to a corporate officer or employee instead of reporting directly to the highest ranking officer or the board of directors of the surviving entity; provided, however, that, any such termination by Executive shall only be deemed for Good Reason pursuant to this definition if: (1) Executive gives the Company written notice of his intent to terminate for Good Reason within thirty (30) days following the first occurrence of the condition(s) that he believes constitute(s) Good Reason, which notice shall describe such condition(s); (2) the Company fails to remedy such condition(s) within thirty (30) days following receipt of the written notice (the "Cure Period"); and (3) Executive voluntarily terminates his employment within thirty (30) days following the end of the Cure Period. View More

Good Reason. 10.2 Good Reason.

Good Reason. The occurrence of any of the following events or conditions, without the Executive's express written consent: (i)a material diminution in the Executive's authority, duties, or responsibilities, provided, however, that the mere acquisition or merger of the Company by itself shall not constitute a material diminution in the Executive's authority, duties, or responsibilities; (ii)a material reduction by the Company in the Executive's annual Base Salary (which for purposes hereof is deemed to... constitute a reduction of greater than 10%, unless such reduction applies as part of a salary reduction program and such program includes similar reductions to all of the Executive's direct reports); or (iii)the relocation of the Executive's principal place of employment to a location more than 50 miles from the Executive's principal place of employment immediately prior to the Executive's termination. With respect to each of subsection (i), (ii) and (iii) above, the Executive must provide notice to the Company of the condition giving rise to "Good Reason" within 30 days of the initial existence of such condition, and the Company will have 30 days following such notice to remedy such condition. The Executive must resign the Executive's employment no later than 30 days following the Company's failure to cure the Good Reason or written notice to the Executive that it will decline to do so. View More

Good Reason. The occurrence of any of the following events without Executive's prior written consent: (i) a material diminution in the Executive's base compensation; (ii) a material diminution in the Executive's then authority, duties or responsibilities; (iii) a change in geographic location at which the Executive principally performs services of a distance of more than 50 miles; provided, however, that neither (A) a transition of the Company to a "virtual company" such that all employees, including the... Executive, perform services for the Company from their homes; or (B) a move of the Company's principal corporate offices to Boston, Massachusetts or within 50 miles of Boston, Massachusetts, shall constitute a change in geographic location for purposes of "Good Reason" under this Section 6(d)(iii). (iv) any material breach by the Company of this Agreement; provided, however, that no such event or condition shall constitute Good Reason unless (x) the Executive gives the Company a written notice of termination for Good Reason not more than 60 days after the initial existence of the condition, (y) the grounds for termination (if susceptible to correction) are not corrected by the Company within 30 days of its receipt of such notice and (z) the Executive's termination of employment occurs within 60 days following the Company's receipt of such notice. View More

Good Reason. Shall mean one or more of the following events occurring without your written consent: (i) a material reduction of your primary job duties or level of responsibility (collectively, "Duties") relative to your duties that were in effect immediately prior to such reduction; provided, however, that for purposes of this clause, a material reduction in your Duties will not be deemed to occur if: (A) the Company is acquired and made a division or business unit of a larger entity, and following the... consummation of the Change in Control, your retain substantially similar Duties for such division or business unit of the acquiring corporation, but not for the entire acquiring corporation; or (B) solely because of a change in title; (ii) a ten percent (10%) reduction in then-current annual base salary (other than an across-the-board salary reduction for all similarly situated executives); or (iii) relocation of your principal place of employment to a place that increases your one-way commute by more than fifty (50) miles as compared to your then current principal place of employment immediately prior to such relocation. With respect to each of subsection (i), (ii), and (iii) above, you must provide notice to the Company of the condition giving rise to "Good Reason" within thirty (30) days of the initial existence of such condition, and the Company will have thirty (30) days following such notice to remedy such condition. You must resign your employment no later than fifteen (15) days following expiration of the Company's thirty (30) day cure period or written receipt from the Company of its intent not to cure. View More