Good Reason

Good Reason. Shall mean (i) the Company's failure to elect or reelect, or to appoint or reappoint, the Executive to the offices of Vice President and Chief Technology Officer of the Company; (ii) material changes by the Company in the Executive's function, duties or responsibilities (including reporting responsibilities) of a scope less than that associated with the positions of Vice President and Chief Technology Officer of the Company; (iii) Executive's base salary is reduced by the Company below the... highest base salary of Executive in effect during the term of his Employment; (iv) relocation of Executive's principal place of employment to a place that is not within a radius of twenty-five (25) miles of his primary residence; (v) failure by the Company to obtain the assumption of this Agreement by any successor or assign of the Company; or (vi) material breach of this Agreement by the Company, which breach is not cured within five (5) days after written notice thereof is delivered to the Company View More

Good Reason. For termination by the Optionee of the Optionee's employment shall mean the occurrence (without the Optionee's express written consent) of any one of the following acts by the Company, or failures by the Company to act, unless, in the case of any act or failure to act described in paragraphs (1), (5) or (6) below, such act or failure to act is corrected prior to the date of termination of the Optionee's employment: (1) a significant adverse alteration in the nature or status of the Optionee's... responsibilities, position or authority from those in effect immediately prior to the Change in Control; (2) a reduction by the Company in the Optionee's annual base salary as in effect on the date hereof or as the same may be increased from time to time; (3) the relocation of the Optionee's principal place of employment to a location more than fifty (50) miles from the Optionee's principal place of employment immediately prior to the Change in Control or the Company's requiring the Optionee to work anywhere other than at such principal place of employment (or permitted relocation thereof) except for required travel on the Company's business to an extent substantially consistent with the Optionee's present business travel obligations; (4) the failure by the Company to pay to the Optionee any portion of the Optionee's current compensation, or to pay to the Optionee any portion of an installment of deferred compensation under any deferred compensation program of the Company, within seven (7) days of the date such compensation is due; (5) the failure by the Company to continue in effect any compensation plan in which the Optionee participates immediately prior to the Change in Control which is material to the Optionee's total compensation, or any substitute plans adopted prior to the Change in Control, unless an equitable arrangement (embodied in an ongoing substitute or alternative plan) has been made with respect to such plan, or the failure by the Company to continue the Optionee's participation therein (or in such substitute or alternative plan) on a basis not materially less favorable, both in terms of the amount or timing of payment of benefits provided and the level of the Optionee's participation; or (6) the failure by the Company to continue to provide the Optionee with benefits substantially similar to those enjoyed by the Optionee under any of the Company's pension, savings, life insurance, medical, health and accident, or disability plans in which the Optionee was participating immediately prior to the Change in Control (except for across-the-board changes similarly affecting all senior executives of the Company and all senior executives of any Person in control of the Company), the taking of any other action by the Company which would directly or indirectly materially reduce any of such benefits or deprive the Optionee of any material fringe benefit enjoyed by the Optionee at the time of the Change in Control, or the failure by the Company to provide the Optionee with the number of paid vacation days to which the Optionee is entitled on the basis of years of service with the Company in accordance with the Company's normal vacation policy in effect at the time of the Change in Control. The Optionee's right to terminate the Optionee's employment for Good Reason shall not be affected by the Optionee's incapacity due to physical or mental illness. The Optionee's continued employment shall not constitute consent to, or a waiver of rights with respect to, any act or failure to act constituting Good Reason hereunder. For purposes of any determination regarding the existence of Good Reason, any claim by the Optionee that Good Reason exists shall be presumed to be correct unless the Company establishes to the Board by clear and convincing evidence that Good Reason does not exist; View More

Good Reason. (i) a material diminution in the Executive's authority, duties, or responsibilities; or (ii) a material diminution in the budget over which the Executive retains authority.

Good Reason. Following a Change in Control, the occurrence without the express prior written consent of the Participant of any of the events or conditions described in subsections (2)(k)(1) through 2(k)(5)

Good Reason. Defined. "Good Reason" shall mean the occurrence, whether or not after a Change in Control, of any of the events or conditions described below: (i) a change in GAMZU's status, title, position or responsibilities (including reporting responsibilities) which represents a material adverse change from his status, title, position or responsibilities as in effect immediately prior to such change; the assignment to GAMZU of any duties or responsibilities which are inconsistent with his status, title,... position or responsibilities as in effect immediately prior to such change; or any removal of GAMZU from any of such offices or positions (except in those cases where a change is either at the request of GAMZU, in connection with a general corporate restructuring of officer responsibilities, or a result of the promotion of GAMZU); (ii) the failure by the Corporation to provide GAMZU with benefits, in the aggregate, at least equal (in terms of benefit levels) to those provided for under each employee benefit plan, program and practice in which GAMZU was participating at any time prior to such failure; (iii) any material breach by the Corporation of any provision of this Agreement which is not cured within ten (10) days after the receipt of written notice by the Corporation of a description of the breach; or (iv) the Corporation's requiring GAMZU to relocate outside Massachusetts, except for reasonably required travel on the Corporation's business which is not materially greater than such travel requirements prior to that time. View More

Good Reason. Shall mean the occurrence of any one of the following conditions and the failure of PAR to correct such condition within 15 business days following receipt of written notice from you that such condition exists: (i) reduction in your compensation; (ii) material diminution in the nature or scope of your responsibilities, duties or authority; or (iii) relocation of the position outside of the Northeast or Mid-Atlantic regions of the United States. For the avoidance of all doubt, however, the sale... or disposition of one or more divisions or one or more subsidiaries in pursuit of implementation of a plan pursuant to a board approved open strategy will not constitute a diminution of responsibilities. View More

Good Reason. (i) a material diminution of Executive's responsibilities or duties (provided, however, that the acquisition of the Company and subsequent conversion of the Company to a division or unit of the acquiring company will not by itself be deemed to be a diminution of Executive's responsibilities or duties), (ii) a relocation of Executive's principal place of employment by more than 60 miles from its location at the Effective Date of this Agreement, unless consented to by Executive, (iii) a material... reduction in the benefits and perquisites to Executive from those being provided as of the date immediately preceding the Change of Control, unless consented to by Executive, (iv) any material failure by the Company to pay or provide the compensation and benefits under the Temporary Employment Terms Offer Letter dated January 1, 2012, except any such circumstance which is part of a general reduction or other concessionary arrangement affecting all employees or affecting senior executive officers, or (v) failure of a Successor in a Change in Control to assume this Agreement. In each such event listed in (i) through (v) above, Executive shall give the Company notice thereof by no later than ninety (90) days after the initial occurrence of the event or condition allegedly constituting Good Reason which shall specify in reasonable detail the circumstances constituting Good Reason. There shall be no Good Reason with respect to any such event or condition cured by the Company within thirty (30) days after such notice. If the Company fails to cure such event or condition within this thirty- (30-) day period, Executive must terminate employment under this provision within ninety (90) days after the cure period has expired (and thereafter Executive may no longer terminate his employment for a Good Reason based upon the event or condition that was not cured). Transferring the Executive's employment to a Successor is not itself Good Reason to terminate employment under this Agreement, provided, however, that subparagraphs (i) through (v) above shall continue to apply to the Executive's employment by the Successor. This definition is intended to constitute a "substantial risk of forfeiture" as defined under Treasury Regulation 1.409A-1(d). References to the Company in this Agreement shall be deemed to include any affiliate of the Company, or the acquiring, surviving or successor entity in a Change in Control (as defined below) or their affiliates (collectively, "Successor"), as applicable. View More

Good Reason. The term "Good Reason" shall mean: (i) a material diminution in Executive's base compensation; (ii) a material diminution in Executive's authority, duties or responsibilities; or (iii) any other action or inaction that constitutes a material breach by the Company of this Agreement.

Good Reason. Means the occurrence of any of the following without the written consent of the Participant: (1) a material diminution by the Company or an Affiliate of the Participant's duties or responsibilities in a manner which is inconsistent with his or her position or which has or is reasonably likely to have a material adverse effect on the Participant's status or authority; (2) a material diminution of a Participant's working conditions (including, without limitation, relocation by more than 50 miles... of the Participant's principal place of business); (3) a reduction by the Company or an Affiliate of a Participant's rate of salary or annual incentive opportunity or a breach by the Company or any of its Affiliates of a material provision of any written employment or other agreement with the Participant which is not corrected within 15 days following notice thereof by the Participant to the Company; or (4) any other event specified in the Plan Certificate as constituting Good Reason. Notwithstanding the preceding sentence, if there is a written employment agreement in effect between a Participant and the Company or an Affiliate that defines the term 'good reason' (or a term of like import) in a similar context, then, for the purpose of applying the provisions hereof with respect to that Participant, the term Good Reason as used in such similar context herein, shall have the meaning ascribed to that term under such employment agreement View More

Good Reason. (i) a reduction in the Participant's annualized base salary or bonus; provided that, GMAC may at any time or from time to time amend, modify, suspend or terminate any bonus, incentive compensation or other benefit plan or program provided to the Participant for any reason and without the Participant's consent if such modification, suspension or termination (x) is a result of the underperformance of GMAC under its business plan, (y) is consistent with an "across the board" reduction for all... senior executives of GMAC, and (z) is undertaken in the Board's reasonable business judgment acting in good faith and engaging in fair dealing with the Participant, or (ii) a material diminution in the Participant's title, duties or responsibilities below a level consistent with the Participant's performance and skill level, as determined in good faith by the Board; provided that, a suspension of the Participant and the requirement that the Participant not report to work shall not constitute Good Reason if the Participant continues to receive his compensation and benefits. GMAC shall have thirty (30) days after receipt of notice from the Participant in writing specifying the deficiency to cure the deficiency that would result in Good Reason. View More