Good Reason

Good Reason. Means the occurrence of any of the following events, without the Employee's written consent, unless such events are fully corrected in all material respects by the Company within thirty (30) days following written notification by the Employee to the Company of the occurrence of one of the reasons set forth below: 1.9.1 A reduction in the Employee's rate of the Base Salary; 1.9.2 A material diminution in the Employee's titles, authority or duties, including, without limitation, ceasing to be a... chief executive officer who reports directly to the board of directors of a public company; or 1.9.3 The Company's relocation of the Employee's principal place of employment to a location more than fifty (50) miles from the Employees current principal place of employment. In order to terminate for Good Reason, the Employee must provide the Company with written notice describing the event(s) alleged to constitute Good Reason within sixty (60) days after first becoming aware of the occurrence of such event(s), and the Company will have thirty (30) days to cure such event(s) following receipt of such written notice. If such event(s) are not so cured, the Employee must actually provide the Company with written notice of Employee's termination of employment for Good Reason within thirty (30) days following the expiration of the Company's cure period and thereafter Employee must terminate employment immediately following the completion of the applicable notice period. Otherwise, any claim of such circumstances as "Good Reason" will be deemed irrevocably waived by the Employee. View More

Good Reason. The Executive's resignation due to the occurrence of any of the following conditions which occurs without the Executive's written consent, provided that the requirements regarding advance notice and an opportunity to cure set forth below are satisfied: (i) a material reduction in the Executive's Salary; (ii) a material adverse change in the Executive's title, responsibilities or duties provided, however, that a reduction in duties, position or responsibilities solely by virtue of the Company... being acquired and made a part of a larger entity (as, for example, when the Chief Executive Officer of the Company is not made the Chief Executive Officer of the acquiring corporation) will not constitute "Good Reason"; (iii) a change by more than thirty-five (35) miles in the geographic location at which the Executive must perform services; or (iv) a breach by the Company of a material provision of the Executive's offer letter with the Company, as modified or this Agreement; provided, however, that no condition described herein will constitute "Good Reason" for purposes of this Agreement unless (1) the Executive will have first provided written notice to the Board of the existence of the condition within ninety (90) days of the initial existence of such Good Reason condition; (2) the Board will have failed to remedy the condition within thirty (30) days following the receipt of such notice (the "Cure Period"); (3) the Executive must cooperate in good faith with any efforts by the Company to remedy the Good Reason condition; (4) the Good Reason condition must continue to exist upon completion of the Cure Period; and (5) the date of termination of employment occurs no more than thirty (30) days after the end of the Cure Period. In no instance will a termination by the Executive be deemed to be for Good Reason for purposes of this Agreement if it becomes effective more than twelve (12) months following the initial existence of the Good Reason condition. View More

Good Reason. Executive's termination of Executive's employment with the Company within thirty (30) days following the end of the Company's Cure Period (as defined below) as a result of the occurrence of any of the following without Executive's written consent: (i) a material diminution in Executive's base salary; (ii) the assignment to Executive of duties that are materially inconsistent with Executive's duties that results in a material diminution of Executive's duties with the Company in effect... immediately prior to such assignment; (iii) a material diminution in Executive's authority, duties, or responsibilities; (iv) a material change in the location of Executive's primary place of work to a location more than thirty (30) miles from Executive's primary place of work immediately prior to such change and that is further from Executive's residence; or (v) following a Change in Control, if Executive served as a Section 16 officer of the Company prior to the Change in Control, Executive is not a Section 16 officer of the Company or its ultimate parent, or if the ultimate parent is not a public company with Executive not reporting to the Chief Executive Officer of the ultimate parent company; provided, however, that Executive must provide written notice to the Board of the condition that could constitute a "Good Reason" event within ninety (90) days following the initial existence of such condition and such condition must not have been remedied by the Company within thirty (30) days (the "Cure Period") of such written notice View More

Good Reason. With respect to a Participant shall mean "Good Reason" as defined in the applicable Award Agreement or if "Good Reason" is not defined therein and the Participant is an employee of the Company or any of its Affiliates, "Good Reason" shall mean the occurrence of any of the following: (i) a material reduction in the Participant's base salary; or (ii) a change in the Participant's principal place of work to a location of more than fifty (50) miles from the Participant's principal place of work... immediately prior to such change; provided, that the Participant provides written notice to the Company or any Affiliate employing such Participant of the existence of any such condition within ninety (90) days of the Participant having actual knowledge of the initial existence of such condition and the Company or any Affiliate employing such Participant fails to remedy the condition within thirty (30) days of receipt of such notice (the "Cure Period"). If the Good Reason condition remains uncured following the Cure Period, in order to resign for Good Reason a Participant must actually terminate Employment no later than thirty (30) days following the end of such Cure Period. If a Participant is not an employee of the Company or any of its Affiliates, Good Reason shall be inapplicable to such Participant, unless such Participant's Award Agreement contains a definition of Good Reason View More

Good Reason. Means the occurrence, without the Executive's written consent, of any of the events or circumstances set forth in clauses (a) through (g) below. Notwithstanding the occurrence of any such event or circumstance, such occurrence shall not be deemed to constitute Good Reason if, prior to the Date of Termination specified in the notice of termination of employment given by the Executive in respect thereof, such event or circumstance has been fully corrected and the Executive has been reasonably... compensated for any losses or damages resulting therefrom (provided that such right of correction by the Company shall only apply to the first notice of termination for Good Reason given by the Executive). View More

Good Reason. Means, without the express written consent of the Executive (i) a change in the Executive's position with the Company or an Affiliate which results in a material diminution of the Executive's authority, duties or responsibilities; (ii) a reduction by the Company in the annual rate of the Executive's base salary or Target Bonus; (iii) a change in the location of the Executive's principal office to a different place that is more than fifty (50) miles from the Executive's principal office... immediately prior to such change; (iv) a restriction or prohibition on Executive's participation in outside activities that have historically been permitted, such as third-party board, committee, panel or association membership, or (v) the Company's material breach of this Agreement. Notwithstanding the two preceding sentences, Executive's termination of employment for Cause, disability or retirement, shall not constitute Good Reason, and items (i) through (v) above shall be the sole basis for a termination by the Executive for Good Reason. A resignation by the Executive shall not be with "Good Reason" unless the Executive gives the Company written notice specifying the event or condition that the Executive asserts constitutes Good Reason, the notice is given no more than ninety (90) days after the occurrence of the event or initial existence of the condition that the Executive asserts constitutes Good Reason and the Company has failed to remedy or cure the event or condition during the thirty (30) day period after such written notice is given to the Company. View More

Good Reason. Grantee's resignation within 90 days after: (i) a reduction in Grantee's base salary of 10% or more (unless the reduction is applicable to all similarly situated employees); (ii) a reduction in Grantee's annual short-term bonus target of 10% or more (unless the reduction is applicable to all similarly situated employees); (iii) a significant diminution in Grantee's job responsibilities, duties or authority; (iv) a change in the geographic location of Grantee's primary reporting location of more... than 50 miles; and/or (v) any other action or inaction that constitutes a material breach by the Company of this Agreement. View More

Good Reason. For purposes of this Agreement, "Good Reason" will mean any of the following actions taken by the Company without Executive's prior written consent: (i) a material adverse change in Executive's position, title, office or duties or assignment of any significant duties to Executive that are materially inconsistent with the position or offices held by Executive; (ii) Executive no longer serving as a Section 16 officer or, if the Company's ultimate parent following a Change in Control is not a... public company, not reporting to the Chief Executive Officer of the Company's ultimate parent); (iii) a decrease in Executive's base salary by more than 10% (other than in connection with a broad-based reduction in the base salaries of all other officers of the Company); or (iv) a relocation that increases Executive's one-way commute by more than 25 miles. In order to resign for Good Reason, Executive must provide written notice to the Company's Chief Executive Officer within 60 days after the first occurrence of the event giving rise to Good Reason setting forth the basis for Executive's resignation, allow the Company at least 30 days from receipt of such written notice to cure such event, and if such event is not reasonably cured within such period, Executive must resign from all positions Executive then holds with the Company not later than 90 days after the expiration of such cure period. 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 or unless such reduction is applied equally, as a percentage of base salary, to all senior executives of the Company; (iii) a relocation of the Company's location such that Executive's one-way commute as of the Start Date increases by more... than 35 miles or (iv) a material adverse change in Executive's duties, authority, or responsibilities relative to Executive's duties, authority, or responsibilities in effect immediately prior to such reduction (other than a change in title and provided that a change in title, reporting lines or position in connection with a Change of Control will not, in itself, be deemed to be a change in duties, authority or responsibility); 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 ninety (90) 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. Unless the Employee has consented in writing thereto, the occurrence of any of the following: (i) the assignment to the Employee of any duties materially inconsistent with the Employee's position, including any change in status, title, authority, duties or responsibilities or any other action which results in a material diminution in such status, title, authority, duties or responsibilities, (ii) a material reduction in the Employee's Base Salary by the Company or (iii) the relocation of the... Employee's office to a location more than fifty (50) miles from his current residence in Massachusetts. View More