Common use of Termination by the Company without Cause or by Employee for Good Reason Clause in Contracts

Termination by the Company without Cause or by Employee for Good Reason. (i) The Company may terminate Employee's employment hereunder without Cause if such termination is approved by the Chief Executive Officer or Chairman of the Company. Any termination by the Company of Employee's employment hereunder which does not (A) constitute a termination for Cause under Subparagraph (d)(i), (B) result from the death or disability of the Employee under Subparagraph (b) or (c), or (C) result from the expiration of the Term, shall be deemed a termination without Cause. (ii) Employee may terminate his employment hereunder for Good Reason. "GOOD REASON" shall mean: (A) a substantial adverse change, not consented to by Employee, in the nature or scope of Employee's responsibilities, authorities, powers, functions, or duties under this Agreement; (B) a breach by the Company of any of its material obligations hereunder and the failure of the Company to cure such breach within thirty (30) days after written notice thereof by Employee; or (C) the involuntary relocation of the Company's offices at which Employee is principally employed to a location more than fifty (50) miles from such offices, or the requirement by the Company that Employee be based anywhere other than the Company's offices at such location on an extended basis, except for required travel on the Company's business to an extent substantially consistent with Employee's business travel obligations.

Termination by the Company without Cause or by Employee for Good Reason. (i) The Company may terminate Employee's employment hereunder without Cause if such termination is approved by the Chief Executive Officer or Chairman Board of the CompanyDirectors. Any termination by the Company of Employee's employment hereunder which does not (A) constitute a termination for Cause under Subparagraph (d)(i), (B) result from the death or disability of the Employee under Subparagraph (b) or (c), or (C) result from the expiration of the Term, Term shall be deemed a termination without Cause. (ii) The Employee may terminate his employment hereunder for Good Reason. "GOOD REASON" shall mean: (A) a substantial adverse change, not consented to by Employee, in the nature or scope of Employee's responsibilities, authorities, powers, functions, or duties under this Agreement; (B) a breach by the Company of any of its material obligations hereunder and the failure of the Company to cure such breach within thirty (30) days after written notice thereof by Employee; or (C) the involuntary relocation of the Company's offices at which Employee is principally employed to a location more than fifty (50) miles from such offices, or the requirement by the Company that Employee be based anywhere other than the Company's offices at such location on an extended basis, except for required travel on the Company's business to an extent substantially consistent with Employee's business travel obligations.

Termination by the Company without Cause or by Employee for Good Reason. (i) The Company may terminate Employee's ’s employment hereunder without Cause if such termination is approved by the Chief Executive Officer or Chairman President of the Company. Any termination by the Company of Employee's ’s employment hereunder which does not (A) constitute a termination for Cause under Subparagraph (d)(i), (B) result from the death or disability of the Employee under Subparagraph (b) or (c), or (C) result from the expiration of the Term, shall be deemed a termination without Cause. (ii) Employee may terminate his employment hereunder for Good Reason. "GOOD REASON" “Good Reason” shall mean: (A) a substantial adverse change, not consented to by Employee, in the nature or scope of Employee's ’s responsibilities, authorities, powers, functions, or duties under this Agreement; (B) a breach by the Company of any of its material obligations hereunder and hereunder; or (C) a material change in the failure geographic location at which Employee must perform his services. To constitute Good Reason termination, Employee (1) must provide written notice to the Company within ninety (90) days of the initial existence of the event constituting Good Reason, (2) may not terminate his employment pursuant to this Subparagraph unless the Company fails to cure such breach remedy the event constituting Good Reason within thirty (30) days after written such notice thereof by Employee; or has been deemed given pursuant to this Agreement (Cthe “Cure Period”), and (3) Employee must terminate employment with the involuntary relocation Company no later than thirty (30) days after the end of the Company's offices at which Employee is principally employed to a location more than fifty (50) miles from such offices, or the requirement by Cure Period and only if the Company that Employee be based anywhere other than fails to remedy the Company's offices at such location on an extended basis, except for required travel on event constituting Good Reason within the Company's business to an extent substantially consistent with Employee's business travel obligationsCure Period.

Termination by the Company without Cause or by Employee for Good Reason. (i) The Company may terminate Employee's ’s employment hereunder without Cause if such termination is approved by the Chief Executive Officer or Chairman of the Company. Any termination by the Company of Employee's ’s employment hereunder which does not (A) constitute a termination for Cause under Subparagraph (d)(i8(d)(i), (B) result from the death or disability of the Employee under Subparagraph (b8(b) or (c8(c), or (C) result from the expiration of the Term, shall be deemed a termination without Cause. (ii) Employee may terminate his employment hereunder for Good Reason. "GOOD REASON" “Good Reason” shall mean: (A) a substantial adverse change, not consented to by Employee, in the nature or scope of Employee's ’s responsibilities, authorities, powers, functions, or duties under this Agreement; (B) a breach by the Company of any of its material obligations hereunder and the failure of the Company to cure such breach within thirty (30) days after written notice thereof by Employee; or (C) the involuntary relocation of the Company's ’s offices at which Employee is principally employed to a location more than fifty (50) miles from such offices, or the requirement by the Company that Employee be based anywhere other than the Company's ’s offices at such location on an extended basis, except for required travel on the Company's ’s business to an extent substantially consistent with Employee's ’s business travel obligations. Employee acknowledges that he has voluntarily agreed to relocate to the greater Boston area from Washington, D.C. and that such relocation shall not constitute “Good Reason” hereunder.

Termination by the Company without Cause or by Employee for Good Reason. (i) The Company may terminate Employee's ’s employment hereunder without Cause if such termination is approved by the Chief Executive Officer or Chairman of the Company. Any termination by the Company of Employee's ’s employment hereunder which does not (A) constitute a termination for Cause under Subparagraph (d)(i8(d)(i), (B) result from the death or disability of the Employee under Subparagraph (b8(b) or (c8(c), or (C) result from the expiration of the Term, shall be deemed a termination without Cause. (ii) Employee may terminate his employment hereunder for Good Reason. "GOOD REASON" “Good Reason” shall mean: (A) a substantial adverse change, not consented to by Employee, in the nature or scope of Employee's ’s responsibilities, authorities, powers, functions, or duties under this Agreement; (B) a breach by the Company of any of its material obligations hereunder and the failure of the Company to cure such breach within thirty (30) days after written notice thereof by Employee; or (C) the involuntary relocation of the Company's ’s offices at which Employee is principally employed to a location more than fifty (50) miles from such offices, or the requirement by the Company that Employee be based anywhere other than the Company's ’s offices at such location on an extended basis, except for required travel on the Company's ’s business to an extent substantially consistent with Employee's ’s business travel obligations.

Termination by the Company without Cause or by Employee for Good Reason. (i) The Company may terminate Employee's ’s employment hereunder without Cause if such termination is approved by the Chief Executive Officer CEO or Chairman the Board of Directors of the Company. Any termination by the Company of Employee's ’s employment hereunder which does not (A) constitute a termination for Cause under Subparagraph (d)(i), (B) result from the death or disability of the Employee under Subparagraph (b) or (c), or (C) result from the expiration of the Term, shall be deemed a termination without Cause. (ii) Employee may terminate his employment hereunder for Good Reason. "GOOD REASON" “Good Reason” shall mean: (A) a substantial adverse change, not consented to by Employee, in the nature or scope of Employee's ’s responsibilities, authorities, powers, functions, or duties under this Agreement; (B) a breach by the Company of any of its material obligations hereunder and the failure of the Company to cure such breach within thirty (30) days after written notice thereof by Employeehereunder; or (C) the involuntary relocation of the Company's offices at which Employee is principally employed to a location more than fifty (50) miles from such offices, or the requirement by the Company that Employee be based anywhere other than the Company's ’s offices at such location on an extended basis, except for required travel on the Company's ’s business to an extent substantially consistent with Employee's business travel obligations. To constitute a Good Reason termination, Employee (1) must provide written notice to the Company within thirty (30) days of the initial existence of the event constituting Good Reason, (2) may not terminate his employment pursuant to this Subparagraph unless the Company fails to remedy the event constituting Good Reason within thirty (30) days after such notice has been deemed given pursuant to this Agreement, and (3) must terminate employment with the Company no later than ten (10) business days after the end of the thirty (30) day period in which the Company fails to remedy the event constituting Good Reason.

Termination by the Company without Cause or by Employee for Good Reason. (i) The Company may terminate Employee's ’s employment hereunder at any time without Cause if such termination is approved by the Chief Executive Officer Cause, for any reason or Chairman no reason, and Employee may terminate Employee’s employment for “Good Reason.” For purposes of this Agreement “Good Reason” shall mean that without Employee’s prior written consent, any of the Company. Any following shall have occurred: (i) a material change, adverse to Employee, in Employee’s positions, titles, offices, or duties as provided in Section 3 hereof, except, in such case, in connection with the termination by the Company of Employee's ’s employment hereunder which does not (A) constitute a termination for Cause under Subparagraph (d)(i)Cause, (B) result from the death Total Disability or disability of the Employee under Subparagraph (b) or (c), or (C) result from the expiration of the Term, shall be deemed a termination without Cause. death; (ii) an assignment of any significant duties to Employee may terminate his employment hereunder for Good Reason. "GOOD REASON" shall mean: which are materially inconsistent with Employee’s positions or offices held under Section 3 hereof; (Aiii) a substantial adverse change, not consented to by material decrease in base salary or material decrease in Employee, in the nature or scope of Employee's responsibilities, authorities, powers, functions, or duties ’s incentive compensation opportunities provided under this Agreement; and (Biv) a any other material failure by the Company to perform any material obligation under, or material breach by the Company of any material provision of, this Agreement; provided, however, that a termination by Employee for Good Reason under any of its material obligations hereunder and clauses (i) — (iv) of this Section 5(e) shall not be considered effective unless Employee shall have provided the failure Company with written notice of the Company to cure specific reasons for such breach termination within thirty (30) days after written notice thereof by Employee; or (C) the involuntary relocation he has knowledge of the event or circumstance constituting Good Reason and the Company shall have failed to cure the event or condition allegedly constituting Good Reason within thirty (30) days after such notice has been given to the Company's offices at which Employee . In the event that Employee’s employment is principally employed to a location more than fifty (50) miles from such offices, or the requirement terminated by the Company that without Cause or by Employee be based anywhere for Good Reason (and not, for the avoidance of doubt, in the event of a termination pursuant to Section 5(a), (b), (c) or (d) hereof), the Company shall pay the following amounts, and make the following other than the Company's offices at such location on an extended basisbenefits available, except for required travel on the Company's business to an extent substantially consistent with Employee's business travel obligations.

Termination by the Company without Cause or by Employee for Good Reason. (i) The Company may terminate Employee's ’s employment hereunder without Cause if such termination is approved by the Chief Executive Officer or Chairman President of the Company. Any termination by the Company of Employee's ’s employment hereunder which does not (A) constitute a termination for Cause under Subparagraph (d)(i), (B) result from the death or disability of the Employee under Subparagraph (b) or (c), or (C) result from the expiration of the Term, shall be deemed a termination without Cause. (ii) Employee may terminate his employment hereunder for Good Reason. "GOOD REASON" “Good Reason” shall mean: (A) a substantial adverse change, not consented to by Employee, in the nature or scope of Employee's ’s responsibilities, authorities, powers, functions, or duties under this Agreement; (B) a breach by the Company of any of its material obligations hereunder and hereunder; or (C) a material change in the failure geographic location at which Employee must perform his services. To constitute Good Reason termination, Employee must (1) provide written notice to the Company within ninety (90) days of the initial existence of the event constituting Good Reason, (2) may not terminate his employment pursuant to this subparagraph unless the Company fails to cure such breach remedy the event constituting Good Reason within thirty (30) days after written such notice thereof by Employee; or has been deemed given pursuant to this Agreement, and (C3) Employee must terminate employment with the involuntary relocation Company no later than thirty (30) days after the end of the Company's offices at thirty-day period in which Employee is principally employed to a location more than fifty (50) miles from such offices, or the requirement by the Company that Employee be based anywhere other than fails to remedy the Company's offices at such location on an extended basis, except for required travel on the Company's business to an extent substantially consistent with Employee's business travel obligationsevent constituting Good Reason.