Good Reason

Good Reason. For purposes of this Agreement, 'Good Reason' is defined as, within twelve (12) months subsequent to a Change in Control, and after thirty (30) days' written notice and reasonable opportunity to cure, the occurrence of any of the following without Employee's express prior written consent: (i) a material adverse change of or to Employee's duties, position, responsibilities or title (other than pursuant to a promotion); (ii) a substantial reduction, unless such reduction is shared by... similarly-situated Employees as to Employee, of the facilities and perquisites available to Employee; (iii) a reduction by the Company of Employee's base salary; (iv) a material reduction by the Company in the kind or level of employee benefits to which Employee is entitled unless similarly-situated Employees also experience a reduction; (v) the requirement that Employee re-locate his home or primary work location more than 50 miles from San Francisco, California or from any work location to which the Company transfers Employee during the course of his employment and to which such transfer Employee has agreed in writing; or (vi) a material breach of this Agreement by the Company. Moreover, in addition to the above, Good Reason shall, at any time, notwithstanding whether a Change in Control has occurred, be deemed to exist if items (iii) or (v) above occur, after thirty (30) days' written notice and opportunity to cure. View More

Good Reason. (i) a reduction in Participant's base annual salary; (ii) a material adverse change in Participant's authority, duties or responsibilities; or (iii) the Company requires Participant to move his or her principal place of employment to a location that is 30 or more miles from his or her current place of employment and the new location is farther from his or her primary residence. For purposes of this definition, no act or failure to act on the Company's part shall be considered a "Good Reason"... unless (x) Participant has given the Company written notice of such act or failure to act within 30 days thereof, (y) the Company fails to remedy such act or failure to act within 30 days of its receipt of such notice, and (z) Participant terminates his or her employment with the Company within 60 days following the Company's receipt of written notice. View More

Good Reason. In connection with an Award, without the express written consent of the Participant, the occurrence after a Change in Control of any circumstances constituting 'Good Reason' that are provided for in the Award agreement, or, if no such circumstances are so provided, any of the following circumstances, provided that (a) the Participant provides written notification of such circumstances to the Company (or, if applicable, Subsidiary) no later than ninety (90) days from the original occurrence of... such circumstances, (b) the Company (or Subsidiary) fails to fully correct such circumstances within thirty (30) days of receipt of such notification, and (c) the Participant terminates his or her employment with the Company within two (2) years after the original occurrence of such circumstances: (i) the assignment to the Participant of any duties inconsistent in any materially adverse respect with his or her position, authority, duties or responsibilities from those in effect immediately prior to the Change in Control; (ii) a material reduction in the Participant's base compensation, as such term is used in Treas. Reg. section 1.409A-1(n)(2), as in effect immediately before the Change in Control; (iii) a material diminution in the authority, duties, or responsibilities of the supervisor to whom the Participant is required to report; (iv) a material diminution in the budget over which the Participant retains authority; or (v) the Company's (or, if applicable, Subsidiary's) requiring the Participant to be based in any office or location more than 50 miles from that location at which he or she performed his or her services immediately prior to the occurrence of a Change in Control, except for travel reasonably required in the performance of the Participant's responsibilities. View More

Good Reason. (e) "Good Reason" means any of the following events if not remedied by the Company within 30 days after receipt of notice thereof from the Executive: (i) assignment to the Executive of any duties inconsistent with Executive's position duties, responsibilities, office, or any other action by the Company that results in a material diminution in the Executive's position, authority, duties or responsibilities; (ii) any material failure by the Company to comply with this Agreement; (iii) any... material adverse change in Executive's annual compensation and other benefits; or (iv) a requirement to relocate Executive's place of employment in excess of fifty (50) miles from the current principal office of the Company as of the date hereof. Notwithstanding anything in this definition to the contrary, an alleged act by the Company shall not constitute a "Good Reason" event for purposes of this Agreement unless Executive gives written notice of the same to the Company within 60 days of the initial existence of such act. Further, for avoidance of doubt, nothing in this Agreement shall preclude the Company from reducing Executive's annual base salary and/or incentive opportunity as part of an across-the-board compensation adjustment to other employees at Executive's level of employment. View More

Good Reason. The occurrence, without the Employee's written consent, of any of the following events: (A) any requirement by the Company that the Employee perform his principal duties at a location that is outside a radius of fifty (50) miles from the Company's Cambridge, Massachusetts location, (B) any material diminution in the Employee's duties, responsibilities or authority, or (C) a material reduction in the Employee's base salary (unless such reduction is effected in connection with a general and... proportionate reduction of compensation for all employees of his or her level), provided, however, that Good Reason can only occur if (i) the Employee has given the Company a written notice of termination indicating the existence of a condition giving rise to Good Reason and the Company has not cured the condition giving rise to Good Reason within thirty (30) days after receipt of such notice of termination, and (ii) such notice of termination is given within ninety (90) days after the initial occurrence of the condition giving rise to Good Reason and further provided that a termination for Good Reason shall occur no more than one hundred eighty (180) days after the initial occurrence of the condition giving rise to Good Reason. View More

Good Reason. The occurrence of any of the following conditions, without the Executive's written consent: (a)Any act, set of facts or omissions with respect to the Executive that would, as a matter of applicable law, constitute a constructive termination of the Executive. (b)A reduction in the Executive's Base Salary or, if applicable, target bonus opportunity (subject to applicable performance requirements with respect to the actual amount of bonus compensation earned similar to the applicable performance... requirements currently in effect), and in the event of a Change of Control, as compared to Executive's Base Salary and target bonus opportunity in effect immediately prior to the public announcement of the Change of Control; provided, however, that this clause (c) shall not apply in the event of a reduction in the Executive's Base Salary or, if applicable, target bonus opportunity as part of a Company-wide or executive team-wide cost-cutting measure or Company-wide or executive team-wide cutback as a result of overall Company performance. (c)The failure of the Company (i) to continue to provide the Executive an opportunity to participate in any benefit or compensation plans provided to employees who hold positions with the Company comparable to the Executive's position, (ii) to provide the Executive all other fringe benefits (or the equivalent) in effect for the benefit of any employee group which includes any employee who hold a position with the Company comparable to the Executive's position, where in the event of a Change of Control, such comparison shall be made relative to the time immediately prior to the public announcement of such Change of Control); or (iii) continue to provide director's and officers' insurance. (d)A material breach of this Agreement by the Company, including, in the event of a Change of Control, failure of the Company to obtain the consent of a Successor to perform all of the obligations of the Company under this Agreement. View More

Good Reason. Any action on the part of the Company not consented to by the Executive in writing having the following effect or effects: (i) a material diminution in the Executive's primary Responsibilities; (ii) a material reduction in the Executive's Base Salary then in effect, other than a reduction comparable to reductions generally applicable to similarly situated employees of the Company; (iii) a material reduction by the Company in the kind or level of employee benefits to which the Executive is... entitled immediately prior to such reduction with the result that the overall benefits package is materially reduced; or (iv) the Company's requiring the Executive's ongoing and regular services to be performed at a location more than fifty (50) miles from the geographic location at which the Executive was providing services before such requirement. The Executive must (i) give notice to the Company of his intention to resign for Good Reason within 90 days after the occurrence of the event (or series of events) that he asserts entitles him to resign for Good Reason, (ii) state in that notice the event that he considers to provide him with Good Reason to resign, (iii) provide the Company with at least 30 days after his notice to cure the event, and (iv) if the event is not cured, resign for Good Reason within 30 days after the end of the 30-day cure period. View More

Good Reason. (g) "Good Reason" means Executive's voluntary termination, within 30 days following the expiration of any Company cure period (discussed below) following the occurrence of one or more of the following, without Executive's consent:(i) a material reduction of Executive's duties, authority or responsibilities;(ii) a material reduction in Executive's base salary other than a one-time reduction of not more than 10% that also is applied to substantially all of the Company's other executive... officers; or;(iii) a material change in the geographic location of Executive's primary work facility or location; provided, that a relocation of less than 50 miles from Executive's then present location will not be considered a material change in geographic location. Executive may not resign for Good Reason without first providing the Company with written notice within 90 days of the initial existence of the condition that Executive believes constitutes Good Reason specifically identifying the acts or omissions constituting the grounds for Good Reason and a reasonable cure period of not less than 30 days following the date of such notice.For purposes of the "Good Reason" definition, the term "Company" will be interpreted to include any subsidiary, parent, affiliate or successor thereto, if applicable. View More

Good Reason. A material adverse change in Executive's title, duties, authority or reporting relationship, without Executive's consent, excluding any inadvertent change that is remedied by the Company promptly after receipt of a written notice thereof from Executive or any other material breach of this Agreement that is not remedied by the Company promptly after receipt of a written notice thereof from Executive; provided, however, that Executive shall not have Good Reason with respect to termination of his... employment, including his retirement, concurrent with or following the appointment of a successor to the Chief Executive Officer position and; provided, further, that during the two year period following a Change in Control (as such phrase is defined in the Change in Control Agreement), no Good Reason for termination shall have occurred under this Agreement unless Good Reason for termination exists under the terms of the Change in Control Agreement. View More

Good Reason. Without the express written consent of the Participant (i) a change in the Participant's position with the Company or an Affiliate which results in a material diminution of the Participant's authority, duties or responsibilities; (ii) a material reduction by the Company or an Affiliate in the annual rate of the Participant's base salary or (iii) a change in the location of the Participant's principal office to a different place that is more than fifty miles from the Participant's principal... office immediately prior to such change. A reduction in the Participant's rate of annual base pay shall be material if the rate of annual base salary on any date is less than ninety percent (90%) of the Participant's highest rate of annual base pay as in effect on any date in the preceding thirty-six (36) months; provided, however, that a reduction in the Participant's rate of annual base pay shall be disregarded to the extent that the reduction is applied similarly to the Company's other officers or other employees. Notwithstanding the two preceding sentences, a change in the Participant's duties or responsibilities or a reduction in the annual rate of the Participant's base salary in connection with the Participant's termination of employment (for Cause, Disability or retirement), shall not constitute Good Reason and the Participant shall not have Good Reason to resign solely because the Company does not have common shares or other securities that are publicly traded. A resignation by the Participant shall not be with "Good Reason" unless the Participant gives the Company written notice specifying the event or condition that the Participant asserts constitutes Good Reason, the notice is given no more than ninety days after the occurrence of the event or initial existence of the condition that the Participant asserts constitutes Good Reason and the Company has failed to remedy or cure the event or condition during the thirty day period after such written notice is given to the Company. View More