Good Reason

Good Reason. (e) "Good Reason" shall mean, unless otherwise consented to by the Optionee: (i)a material reduction of the Optionee's title, authority, duties or responsibilities, or the assignment to the Optionee of duties materially inconsistent with the Optionee's position or positions as Chief Executive Officer of the Company and IFMI; (ii)a reduction in the Optionee's base salary to a rate of less than $600,000 per annum; (iii)IFMI's or the Company's material breach of the Employment Agreement; or... (iv)the requirement that Optionee relocate his office to a location that is more than 30 miles outside of the Borough of Manhattan, New York; provided, that, the Optionee shall only be deemed to have terminated the Optionee's employment for "Good Reason" if the Optionee has provided written notice of such termination within 90 days following the date the Optionee first becomes aware (or reasonably should have become aware) of the occurrence of the event giving rise to a termination for Good Reason, and (A) the Optionee has given written notice to IFMI and the Company of such awareness or constructive awareness within 30 days thereof, and (B) IFMI and/or the Company (as applicable) has not cured such event within 30 days following its or their receipt of the Optionee's written notice. View More

Good Reason. (a) a material diminution in the Executive's title, duties or responsibilities (provided, however, that a requirement to utilize skills in addition to those utilized in the Executive's current position shall not in and of itself be considered a "material diminution" as contemplated by this clause (a), but a material reduction in the corporate functions directly reporting to the Executive shall be considered a material diminution for purposes of this clause (a)); (b) a reduction of ten percent... (10%) or more in the Executive's annual Base Salary; (c) a reduction of ten percent (10%) or more in the Executive's annual target bonus opportunity (including the failure to pay any bonus earned for any year in which a Change of Control of the Company occurs pursuant to the terms of any applicable plan or arrangement in effect prior to such Change of Control); (d) the relocation of the Executive's principal place of employment to a location more than thirty (30) miles from the Executive's principal place of employment, except for required travel on the Company's business to an extent substantially consistent with the Executive's historical business travel obligations; (e) a material breach of this Agreement by Company that, if not a monetary breach, is not cured within thirty (30) days' written notice of such breach by Executive to Company; or (f) failure by the Company to have in effect a directors' and officers' liability insurance policy covering Executive in those capacities, as required pursuant to Section 13 hereof. The Executive'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. The Executive shall not have the right to terminate his employment for Good Reason unless the Executive provides written notice to the Company of the existence of grounds for termination for Good Reason, including a description of such grounds, within ninety (90) days following the initial 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. If the Executive does not provide such written notice of grounds for termination for Good Reason within ninety (90) days after the initial occurrence of the event constituting Good Reason, the Executive will be deemed to have waived the right to terminate for Good Reason with respect to such grounds View More

Good Reason. Shall have the meaning set forth in the Alternative Agreement and the Optionee's Termination Date shall be considered to be on account of Good Reason if it would be on account of Good Reason as set forth in the Alternative Agreement

Good Reason. Shall have the same meaning given in the SMA.

Good Reason. (a) a material reduction (without Executive's express written consent) in Executive's duties or responsibilities; (b) the requirement that Executive relocate to an employment location that is more than 50 miles from his employment location on the Effective Date; or (c) the Company's material breach (without Executive's express written consent) of this Agreement; provided, that Executive has provided the Company written notice of the material breach and the Company has not cured such breach... within fifteen (15) days following the date Executive provides such notice. View More

Good Reason. Shall have the same meaning given in any applicable Alternative Agreement to which Executive is a party and, absent such definition of Good Reason, then it shall mean resignation by Executive as a result of Executive's primary location of employment changing to a location greater than seventy-five (75) miles from Executive's primary location of employment

Good Reason. Without the Participant's consent, (i) a decrease in a Participant's base salary or target bonus by more than 10%, (ii) a material decrease in a Participant's duties or responsibilities (but excluding a change in title or reporting relationship), (iii) a relocation of the Participant's primary work location by more than 50 miles, or (iv) the Company's failure to obtain an agreement from a successor to continue this Severance Plan. In the case of items (ii) and (iii), the Participant must... provide the Company (or its successor) with notice within 30 days of the triggering event, and the Company (or its successor) shall have 30 days thereafter to remedy the defect. View More

Good Reason. Means, without the Participant's express written consent, the occurrence of any of the following events after a Change in Control: (i) the assignment to the Participant of any duties inconsistent with his or her title, position, duties, responsibilities and status with the Company as in effect immediately before the Change in Control, or any other action by the Company that results in a diminution of the Participant's title, duties, position or reporting relationships, or any removal of the... Participant from, or any failures to re-elect the Participant to, any of such positions, except in connection with the termination of his or her employment for Cause or as a result of his or her Disability or death, or termination by the Participant other than for Good Reason; provided that insubstantial or inadvertent actions not taken in bad faith which are remedied by the Company promptly after receipt of notice thereof given by the Participant shall not constitute Good Reason; (ii) any reduction in the Participant's base salary, or a significant reduction in the aggregate employee benefits provided to the Participant, unless such reduction applies equally to other similarly situated employees of the Company, in each case, which is not remedied within 10 calendar days after receipt by the Company of written notice from the Participant of such change or reduction, as the case may be; (iii) the Company requiring the Participant to be based more than 30 miles from the location of his or her place of employment immediately before the Change in Control, except for normal business travel in connection with his or her duties with the Company; or (iv) the failure by the Company to require any successor (whether direct or indirect, by purchase, merger consolidation or otherwise) to all or substantially all of the business and/or assets of the Company to expressly assume this Plan and all obligation hereunder. An isolated, insubstantial and inadvertent action taken in good faith implicating clauses (i), (ii) or (iii) of this definition which is fully corrected by the Company before the Date of Termination specified in the notice of termination shall not constitute Good Reason. A Participant must provide a notice of termination for Good Reason within 90 days following the Participant's knowledge of existence of the event constituting Good Reason or such event shall not constitute Good Reason under this Plan. View More

Good Reason. Any one of the following events which occurs without Executive's consent during the Term of this Agreement provided that Executive has not been notified of the Company's decision to terminate his employment for Cause, Executive has first provided written notice to any member of the Board (or the surviving corporation, as applicable) of the occurrence of such event(s) within 90 days of the first such occurrence, the Company (or surviving corporation) has not cured such event(s) within 30 days... after Executive's written notice is received by such member of the Board 6 (or by the surviving corporation), and Executive has a Separation from Service within 30 days after the end of the cure period : (i) a material reduction of Executive's then existing annual salary base or annual bonus target by more than ten percent (10%), unless the Executive accepts such reduction or such reduction is done in conjunction with similar reductions for similarly situated executives of the Company (it being understood that, solely for purposes of this Section 6.2, such a reduction in the annual bonus target not accepted by Executive is considered a material breach of this Agreement); (ii) any request by the Company (or any surviving or acquiring corporation) that the Executive relocate to a new principal base of operations that would increase Executive's one-way commute distance by more than thirty-five (35) miles from his then-principal base of operations, unless Executive accepts such relocation opportunity; or (iii) for purposes of Section 5.6 only, if, following a Change in Control, Executive's benefits and responsibilities are materially reduced, or Executive's base compensation or annual bonus target are reduced by more than 10%, in each case, by comparison to the benefits, responsibilities, base compensation or annual bonus target in effect immediately prior to such reduction (it being understood that, solely for purposes of this Section 6.2, the aforementioned reductions in the annual bonus target or benefits are considered a material breach of this Agreement). Notwithstanding the foregoing, neither (i) any actions taken by the Company to accommodate a disability of the Executive or pursuant to the Family and Medical Leave Act, nor (ii) the Executive's election to allow this Agreement to expire at the end of the Term shall be a Good Reason for purposes of this Agreement. View More

Good Reason. Unless agreed to in writing by Executive (i) a reduction in the Executive's Base Salary, other than a reduction in Base Salary agreed to by the Executive; (ii) a material reduction in Executive's authority, responsibilities or duties; (iii) relocation of the principal office at which the Executive performs his services outside the Greater Boston Area; or (iv) any material breach of the terms of this Agreement which is not cured within thirty (30) days after the Executive's delivery of a written... notice of such to the Company, provided that in order for there to be Good Reason with respect to such matters, Executive must terminate his employment with the Company within thirty (30) days following expiration of the thirty (30) day cure period. For the avoidance of doubt, it shall not be Good Reason if the stockholders of the Company do not re-elect Executive to the Company's Board of Directors (provided the Company complied with Section 3(b) above). View More