Common use of By the Executive’s Resignation for Good Reason Clause in Contracts

By the Executive’s Resignation for Good Reason. The Executive may terminate his employment hereunder for Good Reason, upon notice to the Company setting forth in reasonable detail the nature of such Good Reason. The following shall constitute Good Reason for termination by the Executive: (i) Material diminution in the nature or scope of the Executive’s responsibilities, duties, authority or status; provided, however, that each of (A) the Company’s failure to continue the Executive’s appointment or election as a director or officer of any of its Affiliates, (B) a change in reporting relationships resulting from the direct or indirect control of the Company (or a successor corporation) by another corporation, (C) any diminution of the business of the Company or any of its Affiliates and (D) any sale or transfer of equity, property or other assets of the Company or any of its Affiliates (including any such sale or transfer or any other transaction or series of such transactions that results in a change of control of the Company or Holdings) shall be deemed not to constitute “Good Reason”; (ii) Relocation of the Executive’s place of employment, without the Executive’s consent, to a location that is more than fifty (50) miles from Canton, Massachusetts; or (iii) The Company fails to perform substantially any material term of this Agreement, excluding a failure which is cured within ten (10) business days following notice from the Executive specifying in detail the nature of such failure. A termination shall qualify as a termination for Good Reason only if (1) the Executive gives the Company notice, within ninety (90) days of its first existence or occurrence (without the consent of the Executive), of any or any combination of the eligibility conditions specified above; (2) the Company fails to cure the eligibility condition(s) within thirty (30) days of receiving such notice; and (3) the Executive terminates employment not later than six months following the end of such thirty-day period. In the event of termination in accordance with this Section 5(f), and in addition to Final Compensation, which shall be paid not later than the next regular Company payday following the effective date of termination, the Executive will be entitled to the same payments that he would have been entitled to receive had the Executive been terminated by the Company other than for Cause or Performance-Based Cause in accordance with Section 5(e) above, payable as provided in Section 5(e); provided that the Executive satisfies all conditions to such entitlement as set forth in Section 5(e) including the execution of the separation agreement described therein. A termination of employment for Good Reason under this Section 5(f) is intended to satisfy the meaning of “involuntary separation from service” (as defined in Section 1.409A-1(n) of the Treasury Regulations).

By the Executive’s Resignation for Good Reason. The Executive may terminate his employment hereunder for Good Reason, upon written notice to the Company setting forth in reasonable detail the nature of such Good Reason. The following shall constitute Good Reason for termination by the Executive: (i) Material diminution The Executive is assigned duties that are inconsistent in any material respect with the nature or scope of the Executive’s his responsibilities, duties, authority authority, titles, position or status; provided, however, that each of (A) the Company’s failure to continue the Executive’s appointment or election as a director or officer of any of its Affiliates, (B) a change in reporting relationships resulting from the direct or indirect control of the Company (or a successor corporation) by another corporation, (C) any diminution of the business of the Company or any of its Affiliates and (D) any sale or transfer of equity, property or other assets of the Company or any of its Affiliates (including any such sale or transfer or any other transaction or series of such transactions that results in a change of control of the Company or Holdings) shall be deemed not to constitute “Good Reason”;; or (ii) Relocation of the Executive’s place of employmentduties or responsibilities are significantly reduced; or (iii) The Company’s headquarters are relocated, without the Executive’s consent, to a location that is more than fifty (50) miles from Canton, Massachusettsits current location; or (iiiiv) The the Company fails to perform substantially any material term of this Agreement, excluding Agreement or the Restricted Stock Plan; or (v) the Company fails to obtain the full assumption of this Agreement by a failure which is cured within ten successor entity; or (10vi) business days following notice from the Executive specifying in detail is not elected to the nature of such failureBoard or is not reelected thereto or is forced to resign therefrom for any reason not constituting Cause. A termination shall qualify as a termination for Good Reason only if (1) the Executive gives the Company notice, within ninety (90) days of its first existence or occurrence (without the consent of the Executive), of any or any combination of the eligibility conditions specified above; (2) the Company fails to cure the eligibility condition(s) within thirty (30) days of receiving such notice; and (3) the Executive terminates employment not later than six months 90 days following the end of such thirty-day period. In the event of termination in accordance with this Section 5(f), 5(e) and in addition to Final Compensation, which shall be paid not later than the next regular Company payday following the effective date of termination, the Executive will be entitled to the same payments pay, incentive compensation, benefits, vesting acceleration and put rights that he would have been entitled to receive had the Executive been terminated by the Company other than for Cause or Performance-Based Cause in accordance with Section 5(e5(d) above, payable as provided in Section 5(e5(d); provided that the Executive satisfies all conditions to such entitlement as set forth in Section 5(e) including the execution of the separation agreement described therein5(d). A termination of employment for Good Reason under this Section 5(f5(e) is intended to satisfy the meaning of “involuntary separation from service” (as defined in Section 1.409A-1(n) of the Treasury Regulations).

By the Executive’s Resignation for Good Reason. The Executive may terminate his employment hereunder for Good Reason, upon notice to the Company setting forth in reasonable detail the nature of such Good Reason. The following shall constitute Good Reason for termination by the Executive:: 5 (i) Material diminution in the nature or scope of the Executive’s responsibilities, duties, authority or status; provided, however, that each of (A) the Company’s failure to continue the Executive’s appointment or election as a director or officer of Holdings, the Company or any of its Affiliates, , (B) a change in reporting relationships resulting from the direct or indirect control of the Company (or a successor corporation) by another corporation, (C) any diminution of the business of Holdings, the Company or any of its Affiliates their respective Affiliates, and (DC) any sale or transfer of equity, property or other assets of Holdings, the Company or any of its their respective Affiliates (including any such sale or transfer or any other transaction or series of such transactions that results in a change of control of the Company or Holdings) shall not be deemed not to constitute “Good Reason”; ; (ii) Relocation of the Executive’s place of headquartered employment, without the Executive’s consent, to a location that is more than fifty (50) miles from Canton, Massachusetts; or or (iii) The Company fails to perform substantially any material term of this Agreement, excluding a failure which is cured within ten thirty (1030) business days following notice from the Executive specifying in detail the nature of such failure. A termination shall qualify as a termination for Good Reason only if (1) the Executive gives the Company notice, notice within ninety (90) days of its first existence or occurrence (without the consent of the Executive), of any or any combination of the eligibility conditions specified above; (2) the Company fails to cure the eligibility condition(s) within thirty (30) days of receiving such notice; and (3) the Executive terminates employment not later than six months ninety (90) days following the end of such thirty-day period. In the event of termination in accordance with this Section 5(f5(e), and in addition to Final Compensation, which shall be paid not later than the next regular Company payday following the effective date of termination, the Executive will be entitled to the same payments that he would have been entitled to receive had the Executive been terminated by the Company other than for Cause or Performance-Based Cause in accordance with Section 5(e5(d) above, payable as provided in Section 5(e5(d); provided that the Executive satisfies all conditions to such entitlement as set forth in Section 5(e5(d) including the execution of the separation and general release agreement described thereintherein and compliance with the covenants set forth in Sections 6, 7 and 8 of this Agreement. A termination of employment for Good Reason under this Section 5(f5(e) is intended to satisfy the meaning of “involuntary separation from service” (as defined in Section 1.409A-1(n) of the Treasury Regulations).

By the Executive’s Resignation for Good Reason. The Executive may terminate his her employment hereunder for Good Reason, upon notice to the Company setting forth in reasonable detail the nature of such Good Reason. The following shall constitute Good Reason for termination by the Executive: (i) Material diminution in the nature or scope of the Executive’s responsibilities, duties, authority or status; provided, however, that each of (A) the Company’s failure to continue the Executive’s appointment or election as a director or officer of any of its Affiliates, (B) a change in reporting relationships resulting from the direct or indirect control of the Company (or a successor corporation) by another corporation, (C) corporation and any diminution of the business of the Company or any of its Affiliates and (D) or any sale or transfer of equity, property or other assets of the Company or any of its Affiliates (including any such sale or transfer or any other transaction or series of such transactions that results in a change of control of the Company or Holdings) shall be deemed not to constitute “Good Reason”; (ii) Relocation of the Executive’s place of employment, without the Executive’s consent, to a location that is more than fifty (50) miles from Canton, Massachusettsits current location; or (iii) The the Company fails to perform substantially any material term of this AgreementAgreement or the Restricted Stock Plan, excluding a failure which is cured within ten (10) business days following notice from the Executive specifying in detail the nature of such failure. A termination shall qualify as a termination for Good Reason only if (1) the Executive gives the Company notice, within ninety (90) days of its first existence or occurrence (without the consent of the Executive), of any or any combination of the eligibility conditions specified above; (2) the Company fails to cure the eligibility condition(s) within thirty (30) days of receiving such notice; and (3) the Executive terminates employment not later than six months [30/60/90 days but no more than 2 years from date of good reason] days following the end of such thirty-day period. In the event of termination in accordance with this Section 5(f), and in addition to Final Compensation, which shall be paid not later than the next regular Company payday following the effective date of termination, the Executive will be entitled to the same payments pay, incentive compensation, benefits, vesting acceleration and put rights that he she would have been entitled to receive had the Executive been terminated by the Company other than for Cause or Performance-Based Cause in accordance with Section 5(e) above, payable as provided in Section 5(e); provided that the Executive satisfies all conditions to such entitlement as set forth in Section 5(e) including the execution of the separation agreement described therein). A termination of employment for Good Reason under this Section 5(f) is intended to satisfy the meaning of “involuntary separation from service” (as defined in Section 1.409A-1(n) of the Treasury Regulations).