Good Reason

Good Reason. The Executive will have Good Reason to terminate his employment with the Company if: (1) the Executive's annual base salary and/or annual bonus is reduced or any other material compensation or benefits arrangement for the Executive is materially reduced (and such reduction is unrelated to the Company's, a Company's Affiliate's or the Executive's performance); (2) the Executive's duties or responsibilities are negatively, and materially changed in a manner inconsistent with the Executive's... position (including status, offices, titles, and reporting requirements) or authority; (3) the Company requires the Executive's work location or residence to be relocated more than 50 miles from its location as of the date the Merger Sale Agreement is executed; (4) the Company or its successor fails to offer the Executive a position after the Change in Control comparable to that held by the Executive immediately prior to the Change in Control View More

Good Reason. The meaning set forth in the Equity Incentive Plan

Good Reason. That: (i) one or more of the events described in the following sentence has occurred; (ii) the Executive has, no later than ninety (90) days following the occurrence of any such event, provided written notice to the Company that the event has occurred and that the Executive intends to terminate his employment with the Company unless the Company, within thirty (30) days following the receipt of such notice, the Company (or its successor) fully and completely restores the Executive to the... position which he would have been in had such event not occurred; and (iii) the Company, or if applicable, its successor, such does not, within thirty (30) days following the receipt of the written notice described in the foregoing clause, fully and completely restore the Executive to the position he would have been in had such event not occurred. The events referred to in the foregoing definition of Good Reason are as follows: (A) the Executive's annual base salary and/or annual bonus is reduced or any other material compensation or benefits arrangement for the Executive is materially reduced (and such reduction is unrelated to the Company's, a Company's Affiliate's or the Executive's performance); (B) the Executive's duties or responsibilities are negatively, and materially changed in a manner inconsistent with the Executive's position (including status, offices, titles, and reporting requirements) or authority; (C) the Company or its successor requires the Executive's work location or residence to be relocated more than 50 miles from its location as of the date the Merger Sale Agreement is executed; (D) the Company or its successor fails to offer the Executive a position after the Change in Control comparable to that held by the Executive immediately prior to the Change in Control View More

Good Reason. The term "Good Reason" shall mean the occurrence of one or more of the following conditions without the consent of the Participant: (a) A material diminution in the Participant's base compensation, compared with the Participant's base compensation in effect immediately prior to the consummation of a Change in Control. (b) A material diminution in the Participant's authority, duties, or responsibilities, compared with the authority, duties, and responsibilities of the Participant immediately... prior to the consummation of a Change in Control. (c) The Participant is required to report to a supervisor with materially less authority, duties, or responsibilities than the authority, duties, and responsibilities of the supervisor who had the greatest such authority, duties, and responsibilities at the time the Participant was required to report to such supervisor during the 120-day period immediately preceding the consummation of a Change in Control. (d) A material diminution in the budget over which the Participant retains authority, compared with the most significant budget, if any, over which the Participant had authority at any time during the 120-day period immediately preceding the consummation of a Change in Control. (e) A material change in the geographic location at which the Participant must perform services. (f) Any other action or inaction by the Company that constitutes a material breach of any change of control agreement between the Company and the Participant that is in effect when a Change in Control occurs. If (I) the Participant provides written notice to the Company of the occurrence of Good Reason within a reasonable time (not more than 90 days) after the Participant has knowledge of the circumstances constituting Good Reason, which notice specifically identifies the circumstances which the Participant believes constitute Good Reason; (II) the Company fails to notify the Participant of the Company's intended method of correction within a reasonable period of time (not less than 30 days) after the Company receives the notice, or the Company fails to correct the circumstances within a reasonable period of time after such notice (except that no such opportunity to correct shall be applicable if the circumstances constituting Good Reason are those described in paragraph 8 (e) above, relating to relocation); and (III) the Participant resigns within a reasonable time after receiving the Company's response, if such notice does not indicate an intention to correct such circumstances, or within a reasonable time after the Company fails to correct such circumstances (provided that in no event may such termination occur more than two years after the initial existence of the condition constituting Good Reason); then the Participant shall be considered to have terminated for Good Reason. View More

Good Reason. (g) "Good Reason" means one or more of the following events, provided that it has not been corrected: (i) The nature of Executive's duties or the scope of Executive's responsibilities are materially modified by the Trust without Executive's written consent where such material modification constitutes a demotion of Executive; provided, however, that a change in the 4 position(s) to whom Executive reports shall not by itself constitute a material modification of... Executive's responsibilities; (ii) The Trust changes the location of its principal office to outside a fifty (50) mile radius of the office where Executive is headquartered; (iii) The Trust's setting of Executive's base salary for any year at an amount which is less than 90% of the greater of (A) Executive's base salary for 2005, or (B) Executive's highest base salary during the 3 then most recent calendar years (including the year of termination), regardless of whether such salary reduction occurs in one year or over the course of years; or (iv) This Agreement is not assumed by a successor as required by section 6. View More

Good Reason. And shall be deemed to exist if, without the prior express written consent of the Executive: (a) the Executive is assigned any duties or responsibilities inconsistent in any material respect with the scope of the duties or responsibilities associated with the Executive's titles or positions, as set forth and described in Section 4 of this Agreement; (b) the Executive suffers a reduction in the duties, responsibilities or effective authority associated with his titles and positions as set forth... and described in Section 4 of this Agreement; (c) the Executive is not appointed to, or is removed from, the offices or positions provided for in Section 4.1 of this Agreement; (d) the Corporation fails to substantially perform any material term or provision of this Agreement; (e) the Executive's compensation provided for hereunder is decreased; (f) the Executive's office location is changed to a location more than 50 miles from its location on the date hereof in Danbury, Connecticut; (g) the Corporation fails to obtain the full assumption of this Agreement by a successor entity in accordance with Section 11.2 of this Agreement; (h) the Corporation continually fails to reimburse the Executive for business expenses in accordance with Section 5.5 of this Agreement; (i) the Corporation purports to terminate the Executive's employment for Cause and such purported termination of employment is not effected in accordance with the requirements of this Agreement; (j) the Executive shall cease to serve as a director and Chairman of the Board of Directors of the Corporation and the Subsidiary; (k) the Board or the shareholders of the Corporation or the Subsidiary, either or both, as may be required to authorize the same, shall approve (i) any liquidation of the Corporation or the Subsidiary, or the sale of substantially all of the assets of the Corporation and the Subsidiary taken as a whole, or (ii) any merger, consolidation and/or other business combination involving the Corporation or the Subsidiary or any combination of any such transactions (a 'Transaction'), other than a Transaction (A) involving only the Corporation and the Subsidiary, or (B) immediately after which the shareholders of the Corporation who were shareholders immediately prior to the transaction continue to own beneficially, directly or indirectly, in substantially similar proportions to those in effect immediately prior to such transaction more than 50% of the then outstanding voting securities of the Corporation or the survivor, as applicable; (1) any Person (as defined below) or group (as such term is defined in Rule 13d-5 of the Securities Exchange Act of 1934, as amended (the 'Exchange Act')) of related Persons which is not an Affiliate of the Corporation or the Subsidiary as of the Commencement Date shall beneficially own, directly or indirectly, more than 50% of the then outstanding voting stock of the Corporation or the Subsidiary (for purposes of this Agreement, 'Person(s)' means any individual, entity, or other person, as defined in Section 3(a)(9) of the Exchange Act, and as used in Sections 13(d) and 14(d) thereof); or (m) the Board or the Corporation shall authorize, approve or engage in any Business Combination with an Interested Person, each as defined in Article Fifth of the Corporation's Restated Certificate of Incorporation; provided that, notwithstanding the foregoing, Good Reason shall not include or be deemed to exist, with regard to the circumstances described in clause (k), (1) or (m), if, with the express prior written consent of Executive, Executive immediately after the occurrence of the circumstances or transactions described in clause (k), (1) or (m) becomes Chairman, Chief Executive Officer and President of the parent corporation or of the person or entity that owns or controls the Corporation or its successor immediately after such circumstances or transaction (or is offered such positions, but declines) View More

Good Reason. For all purposes under this Agreement, "Good Reason" shall mean (i) a change in the Executive's position with the Company that materially reduces his or her authority or level of responsibility, (ii) a reduction in his or her level of compensation (including base salary and target bonus) other than pursuant to a Company-wide reduction of compensation, or (iii) a relocation of his or her place of employment by more than 30 miles, provided and only if such change, reduction or relocation is... effected by the Company without his or her consent. View More

Good Reason. (A) a diminution of Executive's status, title, position(s), or responsibilities from Executive's status, title, position(s), and responsibilities as in effect immediately prior to the Change of Control or the assignment to Executive 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 Executive from such... position(s), except in connection with the termination of Executive's employment for Cause, Disability or as a result of Executive's death or voluntarily by Executive other than for Good Reason; (B) a reduction by the Company in Executive'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 employees); or (C) the Company's requiring Executive to be based more than 50 miles from the principal office at in which Executive is based immediately prior to the Change in Control, except for reasonably required travel on the Company's business. View More

Good Reason. (i) a diminution of Executive's status, title, position(s) or responsibilities as President and Chief Executive Officer of ESI (which diminution shall be deemed to occur, without limiting other events that may constitute a diminution, if Executive is no longer the most senior executive officer of ESI or if Executive no longer reports directly to the Board) or the assignment to Executive of any duties or responsibilities which are inconsistent with such status, title or position(s), or any... removal of Executive from such position(s), except in connection with the termination of Executive's employment for Cause, Disability or as a result of Executive's death or voluntarily by Executive other than for Good Reason; (ii) if for any reason Executive is not elected to the Board on or before January 31, 2004, or if thereafter the Board shall fail to nominate Executive for reelection by ESI's shareholders; (iii) a reduction by ESI in Executive's rate of Base Salary (other than as part of any general salary reduction that may be implemented for all of ESI's senior management); (iv) the failure by ESI to timely provide any other compensation, reimbursement or benefit required pursuant to this Agreement; (v) ESI's requiring Executive to be based anywhere other than the Portland, OR area except for reasonably required travel on ESI's business; or (vi) any purported termination by ESI of Executive's employment which is not effected pursuant to a Notice of Termination satisfying the requirements of Section 8; and for purposes of this Agreement, no such purported termination shall be effective. View More

Good Reason. (a) an adverse diminution in Grantee's title, duties or responsibilities (provided, however, that a requirement to utilize skills in addition to those utilized in Grantee's current position, and/or a change in title and/or direct reports to reflect the organizational structure of the successor entity following a Change of Control, shall not in and of itself be considered an "adverse diminution" as contemplated by this subsection (a)); (b) a reduction of ten percent (10%) or more in Grantee's... annual base salary; (c) a reduction of ten percent (10%) or more in Grantee's annual target bonus opportunity (including the failure to pay any bonus earned for any year in which a Change of Control occurs pursuant to the terms of any applicable plan or arrangement in effect prior to such Change of Control); or (d) the relocation of Grantee's principal place of employment to a location more than fifty (50) miles from Grantee's principal place of employment, except for required travel on the Company's business to an extent substantially consistent with Grantee's historical business travel obligations. Grantee'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, provided that Grantee provides the Company with a written notice of resignation within ninety (90) days following the occurrence of the event constituting Good Reason and the Company shall have failed to remedy such act or omission within thirty (30) days following its receipt of such notice. View More