Good Reason

Good Reason. For purposes of this Agreement, "Good Reason" shall mean: a. Material diminution in the Executive's offices, titles and reporting requirements, authority, duties or responsibilities as in effect as of a Change or Control or at any time in the ninety (90) days prior to a Change of Control or Notice of Termination; b. Material Reduction (greater than 25%) in the Executive's Base Salary, unless such reduction is part of a company wide reduction in salary for all similarly situated executives; c.... The Company requiring the Executive to be based at any office or location more than three hundred (300) miles from the Company's headquarters as of the date hereof; d. Any purported termination by the Company of the Executive's employment otherwise than as expressly permitted by this Agreement; or e. Any failure by the Company to comply with and satisfy Section 3 hereof. View More

Good Reason. (i) any diminution of duties inconsistent with Executive's authority, duties and responsibilities (including, without limitation, a change in the chain of reporting); (ii) beginning six months after the date of this Agreement any reduction of or failure to pay Executive compensation provided for herein, except to the extent Executive consents in writing to any reduction, deferral or waiver of compensation, which non-payment continues for a period of ten (10) days following written notice to the... Corporation by Executive of such non-payment; (iii) a material change in the geographic location at which the Executive provides services to the Corporation, provided that such change shall be more than thirty (30) miles from such location; (iv) the consummation of any Change in Control Transaction; (v) any material violation by the Corporation of its obligations under this Agreement that is not cured within thirty (30) days, except as provided in clause (ii). View More

Good Reason. With respect to an Employee, the definition as such term is defined in any effective written employment agreement with such Employee as of the Employee's Date of Termination; otherwise, Good Reason means the occurrence of any of the following events, unless the Employee has consented in writing thereto: (i)a material decrease in any of the Employee's base salary, target bonus, or long-term incentive opportunity; (ii)a material diminution in the Employee's authority, duties or responsibilities... (other than temporarily while the Employee is physically or mentally incapacitated or as required by applicable law), including any assignment to the Employee of any duties inconsistent in any material respect with the Employee's position (including status, offices, titles and reporting relationship or level), authority, duties or responsibilities; (iii)a relocation of the Employee's primary work location resulting in an increase in the Employee's one-way commute by 50 miles or more; or (iv)the failure of the Company to obtain the binding agreement of any successor to the Company expressly to assume and agree to fully perform the Company's obligations under this Plan, as contemplated in the last sentence of Section 12(a) hereof; provided, that within ninety (90) days after the initial occurrence of any of the events or the initial existence of any of the conditions set forth in (i) through (iv) above the Employee delivers written notice to the Company of his or her intention to terminate his or her employment for Good Reason which specifies in reasonable detail the circumstances claimed to give rise to the Employee's right to terminate employment for Good Reason, and the Company fails to correct such conduct or condition after a period of thirty (30) days following receipt of such notice; provided, further, that the Employee terminates his or her employment within ninety (90) days of the failure of the Company to correct such conduct or condition within the period described above. For purposes of this Plan, the termination of an Employee's employment by the Employee for "Good Reason" is intended to constitute an "involuntary separation" within the meaning of Treasury Regulation § 1.409A‐1(n)(2). View More

Good Reason. A voluntary resignation by you in the event of (1) a reduction in your salary of more than ten percent (excluding pro rata reductions across all executives in the Company), (2) you no longer have the title of President and Chief Executive Officer or their equivalent, (3) a reduction in your responsibilities to less than those typically held by a President and Chief Executive Officer, (4) a relocation of the offices at which you are required to work to a location more than fifty (50) miles from... the office at which you previously were required to work or (5) a material breach by the Company of this Agreement or any other agreements entered into by you and the Company and failure to cure such breach (to the extent that such breach is capable of cure) within ninety (90) days after written notice thereof to the Board. View More

Good Reason. Shall mean any action on the part of the Company not consented to by the Executive in writing (which action shall not have been cured within twenty (20) days following written notice from the Executive to the Board specifying that such action will give rise to a termination of employment hereunder for Good Reason) having the following effect or effects: (i) a material diminution in the Executive's Primary Responsibilities; (ii) a reduction in the Executive's Base Salary then in effect, other... than a reduction comparable to reductions generally applicable to all similarly situated employees of the Company (it being understood that all officers of the Company shall be considered to be "similarly situated" for these purposes); (iii) a significant reduction by the Company in the kind or level of employee benefits to which the Executive is entitled immediately prior to such reduction with the result that the overall benefits package is significantly reduced; or (iv) the Company's requiring the Executive's ongoing and regular services to be performed at a location more than fifty (50) miles from the Company's then current location in the greater Boston, Massachusetts area (it being understood that the Executive's position is expected to entail some significant travel outside the area from time to time). View More

Good Reason. The meaning of such term as may be defined in any employment agreement in effect at the time of termination of employment between the Participant and the Company or Group Company. For all purposes hereunder, if the Participant is not a party to an employment agreement or any such employment agreement does not include a provision for a voluntary termination of employment for Good Reason (or similar such conditions), any reference in this Agreement to Good Reason shall be disregarded

Good Reason. That you have complied with the "Good Reason Process" (hereinafter defined) following the occurrence of any of the following actions undertaken by the Company without your express prior written consent: (i) the material diminution in your responsibilities, authority and function; (ii) a material reduction in your base salary, provided, however, that Good Reason shall not be deemed to have occurred in the event of a reduction in your base salary that is pursuant to a salary reduction program... affecting substantially all of the senior level employees of the Company and that does not adversely affect you to a greater extent than other similarly situated employees; (iii) a material change in the geographic location at which you must regularly report to work and perform services, except for required travel on the Company's business (and in connection therewith the Company acknowledges that you will spend a significant amount of time working from the Company's office in Lexington Massachusetts, but that you may work from Hopkinton, Massachusetts or Marco Island, Florida from time to time); or (iv) a material breach by the Company of any of its obligations to you under its agreements with you. View More

Good Reason. Shall mean the occurrence of any of the following events: (i) a substantial adverse change in the nature or scope of the Executive's responsibilities, authorities, powers, functions or duties attached to the Executive's position with the Company or any of its subsidiaries as of the date of this Agreement; (ii) the relocation of the offices at which the Executive is principally employed to any other location that is more than 10 miles from Boulder, Colorado; or (iii) the Executive's title as of... the date of this Agreement is changed in any manner, other than as a result of a promotion. Notwithstanding the foregoing, the occurrence of any event specified in paragraphs (i), (ii) or (iii) shall not be deemed to be "Good Reason" if (A) the Executive has approved in writing the occurrence of such event, or (B) the Executive fails to voluntarily terminate his employment within sixty (60) days following such event. View More

Good Reason. The occurrence of any of the following events without your written consent: (i) a material diminution in your base compensation; (ii) a material diminution in your authority, duties or responsibilities; (iii) you no longer report directly to the Board of Directors; or (iv) any other action or inaction that constitutes a material breach by the Corporation of the Employment Agreement; provided that, in each case, you must provide a notice of termination to the Corporation within 60 days of the... initial occurrence of the event constituting Good Reason, and the Corporation shall have the opportunity to cure such event within 30 days of receiving such notice. If the Corporation cures an event during such period that would otherwise constitute Good Reason, then you will have no right to terminate your employment for Good Reason. Following the occurrence of a Change in Control, any claim by you that Good Reason exists shall be presumed to be correct unless a court of competent jurisdiction determines that the Corporation has established by clear and convincing evidence that Good Reason does not exist. View More

Good Reason. The occurrence of any of the following conditions, without the Executive's written consent: (a)A reduction in the Executive's Base Salary. (b)The failure of the Company (i) to continue to provide the Executive an opportunity to participate in any benefit or compensation plans provided to employees who hold positions with the Company comparable to the Executive's position, or (ii) to provide the Executive all other fringe benefits (or the equivalent) in effect for the benefit of any employee... group which includes any employee who hold a position with the Company comparable to the Executive's position. (c)A material breach of this Agreement by the Company. The Executive must first give the Company an opportunity to cure any of the foregoing within thirty (30) days following delivery to the Company of a written explanation specifying the specific basis for Executive's belief that Executive is entitled to terminate employment for Good Reason, and Executive terminates employment with the Company not later than (30) days following the Company's failure to cure View More