Good Reason

Good Reason. The occurrence, without the Executive's written consent, of any of the events or circumstances set forth in clauses (a) through (e) 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 (each as defined in Section 3.2(a)) 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). (a) the assignment to the Executive of significant duties inconsistent in any material respect with the Executive's position (including status, offices, titles and reporting requirements), authority or responsibilities in effect immediately prior to the earliest to occur of (i) the Change in Control Date, (ii) the date of the execution by the Company of the initial written agreement or instrument providing for the Change in Control or (iii) the date of the adoption by the Board of Directors of a resolution providing for the Change in Control (with the earliest to occur of such dates referred to herein as the "Measurement Date"), or any other action or omission by the Company which results in a material diminution in such position, authority or responsibilities; or (b) a reduction in the Executive's annual base salary as in effect on the Measurement Date, as the same may be increased thereafter from time to time; or (c) the failure by the Company to (i) continue in effect any material compensation or benefit plan or program (including without limitation any life insurance, medical, health and accident or disability plan and any vacation or automobile program or policy) (a "Benefit Plan") in which the Executive participates or which is applicable to the Executive immediately prior to the Measurement Date, unless an equitable arrangement (embodied in an ongoing substitute or alternative plan) has been made with respect to such plan or program or (ii) continue the Executive's participation therein (or in such substitute or alternative plan) on a basis not materially less favorable, both in terms of the amount of benefits provided and the level of the Executive's participation relative to other participants, than the basis existing immediately prior to the Measurement Date; or (d) a change by the Company in the location at which the Executive performs his principal duties for the Company to a new location that is more than 30 miles from the location at which the Executive performed his principal duties for the Company immediately prior to the Measurement Date (unless such new location is closer to the Executive's residence than the prior location); or (e) any material breach by the Company of this Agreement or any employment agreement with the Executive. View More

Good Reason. Means the occurrence, without the Executive's written consent, of any of the following events or circumstances: (a) a material diminution in the Executive's base compensation; or (b) a material diminution in the Executive's authority, duties, or responsibilities; or (c) a material change in the geographic location at which the Executive must perform his duties; or (d) any other action or inaction of the Company which constitutes a material breach by the Company of this Agreement. Any... termination by the Executive for Good Reason shall be communicated by means of a written notice delivered by the Executive to the Company within 90 days of the initial existence of the occurrence or condition on which the Executive bases his claim for Good Reason. If the condition is capable of being corrected, the Company shall have 30 days during which it may remedy the condition (the "Cure Period"). Notwithstanding the occurrence of any such event or circumstance, such occurrence shall not be deemed to constitute Good Reason if such event or circumstance has been fully corrected within the Cure Period and the Executive has been reasonably compensated for any losses or damages resulting therefrom. If the condition is not corrected, the Executive must leave employment within one (1) year after the Company fails to cure the condition giving rise to the Executive's claim for Good Reason during the Cure Period. View More

Good Reason. That one or more of the following events has occurred: (i) The Company has materially changed or undermined the Executive's rights, duties and responsibilities as Senior Vice President and Chief Operating Officer or otherwise without the Executive's consent; (ii) The Company has relocated the executive offices outside of the Kansas City, Missouri metropolitan area or otherwise requires the Executive to conduct the Executive's business outside of the Kansas City, Missouri metropolitan area... (except for the ordinary course of business travel as contemplated by Section 3(a) of this Agreement) without the consent of the Executive; (iii) The Company has committed a material breach of this Agreement; or (iv) There has been a Change of Control (as herein defined). For the purpose of this Section 1(i), the Executive must provide notice to the Company of the condition described in this Section 1(i) giving rise to the Good Reason termination, and the Company will thereafter have a period of at least 30 days during which it may remedy the condition View More

Good Reason. The occurrence of any of the following without Equity Holder's express prior written consent: (i) a material reduction in Equity Holder's position or duties after the Closing Date, (ii) a material breach of the Equity Holder's employment agreement, unless such breach becomes cured by the Parent within 30 days after notice of such breach from the Equity Holder, (iii) a reduction in Equity Holder's then-current base salary and target bonus, excluding a reduction that is applied to substantially... all of Parent's and the Company's other senior executives, determined without regard to any actual bonus payments made to Equity Holder, (iv) a material reduction in the aggregate level of benefits made available to Equity Holder other than a reduction applied to substantially all of Parent's and the Company's other senior executives, (v) a relocation of Equity Holder's primary place of business to a location that is more than 35 miles from the Company's current location in Berkeley, California, or (vi) with respect to only Mr. Dinwoodie, a change in his reporting responsibility after the Effective Time of the Merger. View More

Good Reason. Means the occurrence of one or more of the following: (i) any action by the Company which results in a material diminution of Executive's position, title, annual base salary, authority, duties or responsibilities or reporting structure; (ii) any material breach of the Employment Agreement by the Company which is not remedied by the Company within 30 days after receipt by the Company of notice thereof given by the Executive specifying in reasonable detail the alleged breach; (iii) failure to... elect the Executive to serve on the Board during the Employment Period; or (iv) relocation of the Company's headquarters outside Cambridge, Massachusetts (or within 30 miles therefrom) or 10 miles east of the Worcester area, except in the event of a change in the location of the headquarters of the Company to a site within the continental United States following a Change of Control. View More

Good Reason. Shall mean the occurrence of the following event: (a) a cumulative reduction of more than 10% based on Employee's highest annual base salary during the term of Employee's employment with the Company. EXAMPLE: Assume Employee's base salary is $100,000. The Company or Affiliate, as applicable, is permitted to reduce Employee's base salary by up to 10% ($10,000) without giving Employee "Good Reason" to terminate employment. Any further salary reductions would constitute "Good Reason" to... terminate employment. Assume that in the example, that the Company or Affiliate had reduced the $100,000 salary to $92,000. Later, the Employee is given a new salary of $120,000. The Company or Affiliate is then entitled to reduce the $120,000 salary by up to $12,000 without entitling Employee to "Good Reason", even though the earlier lower salary had been reduced by $8,000. View More

Good Reason. With respect to the Termination of a Participant other than a Nonemployee Director, (1) in the case where there is no employment agreement between the Company and the Participant, or where there is an employment agreement, but such agreement does not define good reason (or words of like import), a voluntary termination due to "good reason," as the Committee, in its sole discretion, decides to treat as a Good Reason termination; or (2) in the case where there is an employment agreement between... the Company and the Participant, a termination due to "good reason" (or words of like import), as specifically provided in such employment agreement. View More

Good Reason. (i) Prior to a Change in Control, (A) a reduction in the Executive's rate of base salary as payable from time to time, other than a reduction that occurs in connection with, and in the same percentage as, an across-the-board reduction over any three-year period in the base salaries of all executives of the Company of a similar level and where the reduction is less than 20 percent of the Executive's base salary measured from the beginning of such three-year period; or (B) a material and adverse... change in the nature and status of the Executive's authority or responsibilities, except temporarily as a result of the Executive's disability, illness or other absence. (ii) On or after a Change in Control, (A) any reduction in the Executive's rate of base salary as payable from time to time; (B) a failure of the Company to continue in effect the benefits applicable to, or the Company's reduction of the benefits applicable to, the Executive under any benefit plan or arrangement (including without limitation, any pension, life insurance, health or disability plan) in which the Executive participates as of the date of the Change in Control without implementation of a substitute plan(s) providing materially similar benefits in the aggregate to those discontinued or reduced, except for a discontinuance of, or reduction under, any such plan or arrangement that is legally required, and provided that in either such event the Company provides similar benefits (or the economic effect thereof) to the Executive in any manner determined by the Company; or (C) any material demotion of the Executive or any material reduction in the Executive's authority or responsibility, except temporarily as a result of the Executive's disability, illness or other absence. (iii) At any time, (A) a reduction in the Executive's annual bonus classification level other than in connection with a redesign of the applicable bonus plan that affects all employees at the Executive's bonus level; (B) the failure of any successor to the Company to assume in writing the obligations hereunder; or (C) the Company's failure to renew this Agreement. View More

Good Reason. (A) a diminution of Officer's status, title, position(s), or responsibilities from Officer's status, title, position(s), and responsibilities as in effect immediately prior to the Potential Change in Control or Change in Control, or the assignment to Officer of any duties or responsibilities which are inconsistent with such status, title, position(s), or responsibilities (in either case other than isolated, insubstantial or inadvertent actions which are remedied after notice), or any removal of... Officer from such position(s), except in connection with the termination of Officer's employment for Cause, Disability or as a result of Officer's death or voluntarily by Officer other than for Good Reason; (B) a substantial reduction by the Company in Officer's rate of base salary, bonus or incentive opportunity or a substantial reduction in benefits (other than reductions that do not impact optionee's compensation opportunity, taken as a whole, or a reduction in benefits applicable to substantially all officers); (C) the Company's requiring Officer to be based more than 100 miles from the principal office at in which Officer is based immediately prior to the Potential Change in Control or Change in Control, except for reasonably required travel on the Company's business; or (D) the Company's failure to obtain a consent requested by Officer pursuant to Section 8(i) of this Agreement. View More

Good Reason. Shall exist, other than pursuant to termination for Cause as defined below, if (i) the Company imposes a material reduction in salary, benefits or role of the Executive without his prior written consent; or (ii) the Company relocates Executive's principle reporting location more than 75 miles away from the Executive's current reporting location in Deland, Florida.