Good Reason

Good Reason. (a) a material diminution by the Employer of the Executive's duties, position, responsibilities or working conditions, or (b) relocation by more than 50 miles of the Executive's principal place of employment.

Good Reason. Any one or more of the following actions or omissions by the Company or an affiliate: (i) the assignment to Executive of any duties materially inconsistent with Executive's position, authority, duties or responsibilities as in effect immediately prior to such assignment, or any other material diminution in such position, authority, duties or responsibilities; (ii) any material reduction in Executive's annual base salary or annual bonus opportunity in effect at any time and from time to time; ... (iii) a relocation of Executive's principal office by more than 150 miles; or (iv) the failure or refusal by a successor or acquiring company to expressly assume the obligations of the Company under this Agreement upon the consummation of a Change in Control. Notwithstanding the foregoing, Executive will not have "Good Reason" to terminate Executive's employment merely because Executive is no longer a senior executive of a public company or has a different organizational title as a result of a Change in Control, provided that Executive's operational duties, responsibilities and authority with respect to the business of the acquired or company are not otherwise materially diminished. As a condition to terminating Executive's employment for Good Reason, Executive must specify in writing to the Company (or the successor or acquiring company) the nature of the act or omission that Executive deems to constitute Good Reason and provide the Company (or the successor or acquiring company) 30 days after receipt of such notice to review and, if curable, to correct the situation (and thus prevent Executive's termination for Good Reason). Notice of termination for Good Reason must be provided, if at all, within 60 days after the occurrence of the event or condition giving rise to such termination. View More

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 HAUSMAN'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 HAUSMAN 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 HAUSMAN from any of such offices or positions (except in those cases where a change is either at the request of HAUSMAN, in connection with a general corporate restructuring of officer responsibilities, or a result of the promotion of HAUSMAN); (ii) the Corporation's requiring HAUSMAN to spend substantially all of his time performing his duties hereunder at a location other than his current home office facility, including requiring him to relocate to Foster City or the San Francisco area, except for required travel relating to the Corporation's business; (iii) the failure by the Corporation to provide HAUSMAN 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 HAUSMAN was participating at any time prior to such failure; or (iv) 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. View More

Good Reason. (i) the assignment of you by the Company to a position with a title or duties that are materially inconsistent with or constitute a material diminution of your role of Executive Officer, it being understood that the addition or reassignment of duties and responsibilities or change of title as deemed necessary for the operation of the business by the Executive Officers of the Company, including you, shall not, in and of itself, constitute Good Reason for purposes of this paragraph; or (ii) the... transfer, without your concurrence, of your principal place of employment to a geographic location more than forty (40) miles from your then current principal place of employment. To be eligible for any severance payments under this provision, you must terminate the Employment Agreement for Good Reason within 180 days of the event identified in (i) or (ii) or else forfeit any and all right to the severance benefits as set forth in paragraph 2(b)(ii). View More

Good Reason. Each of the following actions by the Company shall constitute a "Good Reason Event" that will entitle Executive to terminate his employment for Good Reason on the terms, but subject to the conditions, set forth in Section 6.1 hereof: (a) The Company materially reduces Executive's authority, duties or responsibilities with Company; or (b) The Company changes Executive's principal position with Company in a manner or to an extent that such reduction or change (as the case may be) constitutes or... would generally be considered to constitute a demotion of Executive; PROVIDED, however, that if either of the foregoing actions is taken by the Company as a result of (i) the Disability of Executive, or (ii) any acts or omissions of Executive or any other occurrence that would entitle Company to terminate Executive's employment hereunder for Cause, then such action shall not constitute a Good Reason Event and any termination by Executive of his employment with the Company by reason of such action shall not constitute a termination of employment for Good Reason pursuant to this Section 1.9 or entitle Executive to compensation pursuant to Section 5.4 below. (c) The Company materially reduces Executive's base salary or base compensation below the amount thereof as prescribed by this Agreement, provided that no such reduction shall not constitute a Good Reason Event, and any termination by Executive of his employment by reason of such reduction shall not constitute a termination for Good Reason if such reduction is made (i) as part of an across-the-board cost cutting measure that is applied equally or proportionately to all senior executives of Company, rather than discriminatorily against Executive, or (ii) by and at the election of the Company due to Executive's Disability or any acts or omissions of Executive or other occurrence that would entitle Company to terminate Executive's employment for Cause; or (d) The Company relocates Executive to an office (other than Company's headquarters offices) located more than thirty (30) miles from Executive's then current office location (other than for temporary assignments or required travel in connection with the performance by Executive of his duties for Company), unless such relocation reduces the travel distance between Executive's then principal residence and his new office location; or (e) The Company breaches any of its material obligations to Executive under this Agreement and fails to cure such material breach prior to the expiration of a period of thirty (30) days following the giving of a written notice from Executive to the Company of such breach which sets forth, in reasonable detail, the actions, facts or circumstances that Executive is asserting constitute such breach by the Company View More

Good Reason. To terminate the Executive's employment hereunder within one (1) year after the occurrence of one or more of the following conditions without the Executive's consent: (i) a material diminution in the nature or scope of the Executive's responsibilities, duties or authority, or a material diminution in the Executive's title; (ii) failure of the Company to make any material payment or provide any material benefit under this Agreement; (iii) the Company's material breach of this Agreement; or (iv)... a material change in the geographic location at which the Executive must perform the Executive's material services hereunder (which shall in no event include a relocation of the Executive's principal place of business less than 50 miles from the Bedford, Massachusetts metropolitan area); provided, however, that notwithstanding the foregoing the Executive may not resign his employment for Good Reason unless: (A) the Executive provides the Company with at least 30 days prior written notice of his intent to resign for Good Reason (which notice is provided not later than the 90th day following the Executive's knowledge of the occurrence of the event constituting Good Reason); and (B) the Company does not remedy the alleged violation(s) within such 30-day period View More

Good Reason. Any of the following events, without Executive's written consent: (i) a significant reduction of Executive's duties, position or responsibilities relative to his duties, position or responsibilities in effect immediately prior to such reduction, or Executive's removal from such position, duties or responsibilities; (ii) a reduction in Base Salary as in effect immediately prior to such reduction, unless the reduction is made as part of, and is generally consistent with, a general reduction of... executive salaries; (iii) the Company requiring Executive's relocation to a facility or a location more than fifty (50) miles from the mutually agreed upon remote work location; or (iv) the Company's material breach of this Agreement. Notwithstanding the foregoing, no Good Reason event will have occurred unless and until (x) within thirty (30) days following the occurrence of a Good Reason event, Executive provides the Company with written notice specifying the applicable facts and circumstances underlying such finding of Good Reason, (y) the Company fails to correct the circumstances set forth in such written notice within thirty (30) days of receipt, and (z) Executive resigns based on such Good Reason within thirty (30) days after the expiration of the Company's cure period. View More

Good Reason. The occurrence of any of the following conditions, without Executive's consent and which condition is not cured by the Company within thirty (30) days after notice by Executive specifying the condition: (a) a reduction or change by the Company of Executive's status, title, duties, responsibilities, authority or reporting relationship such that Executive no longer serves in a substantive, senior executive role for the Company comparable in stature to Executive's current role as of date of... execution of this agreement, or no longer reports solely to the Board of Directors of the Company or a reduction or change in the composition of executives reporting to him, all of which, in the Executive's reasonable judgment, represents an adverse change from his status, title, position or responsibilities, authority or reporting relationship; (b) a reduction in Executive's base salary or the reduction of the percentage basis of his annual bonus payment, provided that a reduction in base salary that is the result of a general reduction in salary in an amount similar to reductions for other similarly situated Company executives shall not constitute "Good Reason"; (c) a reduction in benefits (other than future option grants), provided that a reduction in benefits that is the result of a general reduction in benefits in an amount similar to reductions for other similarly situated Company employees shall not constitute "Good Reason"; or (d) a material breach by the Company of the terms of this Agreement. View More

Good Reason. The occurrence of any of the following events or conditions, unless Executive has expressly consented in writing thereto or unless the event is remedied by the Company promptly after receipt of notice thereof given by Executive: (a) a reduction in Executive's Base Salary; (b) a material reduction of Executive's duties hereunder; (c) the Company's requiring Executive to be based at a location other than in the Philadelphia, Pennsylvania metropolitan area; (d) the failure of Executive to be... elected to the Board; (e) the failure of Executive to be elected by the other Board members as Chairman of the Board; or (f) any material breach of this Agreement by the Company. View More

Good Reason. Without Executive's consent,: (a) the material reduction of Executive's title, authority, duties and responsibilities or the assignment to Executive of duties materially inconsistent with Executive's position or positions with the Company; (b) a reduction in Base Salary of the Executive; or (c) the Company's material and willful breach of this Agreement.