Good Reason Definition. For the purposes of this Agreement, “Good Reason” shall mean: # a reduction of Employee’s base salary below the amount set forth in [Section 3] of this Agreement, or a reduction in the “Target Bonus” defined in [Section 4] of this Agreement, if any, unless such reduction is shared proportionally by the three most highly-salaried officers of the Company in addition to Employee; # an involuntary relocation of Employee’s place of work to any location outside of the metropolitan area in which his primary office is located immediately prior to the relocation, excluding temporary periods of thirty (30) days or less and ordinary course business travel; # a significant diminution by the Company in Employee’s position (including offices, titles, and reporting relationships), authority, duties, or responsibilities (excluding diminutions resulting in the ordinary course from the Company becoming, pursuant to a Change of Control, # part of a larger organization in which Employee directly reports to the Chief Executive Officer of such organization; or # a subsidiary or equivalent separate functional business unit of a larger organization); # a material breach by the Company of this Agreement; or # failure by the Company to assign this Agreement to a successor upon a Change of Control. No Good Reason shall exist where: # Employee consents to the event that forms the basis for the Good Reason resignation; # Employee does not provide the Company’s President and Chief Executive Officer with written notice describing in detail the Good Reason within thirty (30) days after its occurrence; or # the Company cures the Good Reason within thirty (30) days after its receipt of such notice, if such conduct is reasonably susceptible to cure.

Definition of “Good Reason.” “Good Reason” shall, if you have an employment agreement with the Company, have the meaning set forth in your employment agreement. If you do not have an employment agreement with the Company, “Good Reason” means the existence of one or more of the following conditions without your written consent, so long as you provided written notice to the Company of the existence of the condition not later than 90 days after the initial existence of the condition, the condition has not been remedied by the Company within

Definition of Good Reason. For purposes of this Agreement, “Good Reason” shall mean the occurrence of any of the following events without Executive’s consent: # the assignment to the Executive of duties that are significantly different from, and/or that result in a substantial diminution of, the duties that he assumed on the Effective Date (including reporting to anyone other than solely and directly to the Board); # the assignment to the Executive of a title that is different from and subordinate to the title Chief Executive Officer of the Company; provided, however, for the absence of doubt following a Change of Control, should the Executive be required to serve in a diminished capacity in a division or unit of another entity (including the acquiring entity), such event shall constitute Good Reason regardless of the title of the Executive in such acquiring company, division or unit; or # material breach by the Company of this Agreement.

Definition. A “Reorganization Event” shall mean: # any merger or consolidation of the Company with or into another entity as a result of which all of the Common Stock of the Company is converted into or exchanged for the right to receive cash, securities or other property or is cancelled, # any transfer or disposition of all of the Common Stock of the Company for cash, securities or other property pursuant to a share exchange or other transaction or # any liquidation or dissolution of the Company.

Definition. “Confidential Information” means confidential or proprietary information, data or know-how, whether provided in written, oral, visual or other form, provided by one Party (the “Disclosing Party”) to the other Party (the “Receiving Party”) in connection with this Agreement, including, but not limited to, the terms of this Agreement and information relating to the Disclosing Party’s existing or proposed research, development efforts, patent applications, business or products. Confidential Information shall not include any such information that: # is already known to the Receiving Party or its Affiliates (other than under an obligation of confidentiality) at the time of disclosure (as evidenced by written records of the Receiving Party); # is or becomes generally available to the public other than through any act or omission of the Receiving Party or its Affiliates that is in breach of this Agreement; # is disclosed to the Receiving Party or its Affiliates by a Third Party who had no separate nondisclosure obligation in respect of such information; or # is independently discovered or developed by or on behalf of the Receiving Party or its Affiliates without the use of the Confidential Information of the Disclosing Party (as evidenced by written records of the Receiving Party). The terms of this Agreement shall be deemed Confidential Information of each Party.

Cause Definition. “Cause” shall mean: # conduct constituting embezzlement, material misappropriation or fraud, whether or not related to your employment with the Company; # conduct constituting a felony, whether or not related to your employment with the Company; # conduct constituting a financial crime, material act of dishonesty or material unethical business conduct, involving the Company; # willful unauthorized disclosure or use of Confidential Information; # the failure to substantially obey a material lawful directive that is appropriate to your position from a superior in your reporting line or the Board; # your material breach of any material obligation under this Agreement; # the failure or refusal to substantially perform your material obligations under this Agreement (other than any such failure or refusal resulting from your STD or LTD); # the willful failure to cooperate with a bona fide internal investigation or an investigation by regulatory or law enforcement authorities, whether or not related to employment with the Company, after being instructed by the Company to cooperate; # the willful destruction of or willful failure to preserve documents or other material known to be relevant to any investigation referred to in subparagraph # above; or # the willful inducement of others to engage in the conduct described in subparagraphs # – (ix), including, without limitation, with regard to [subparagraph (vi)], obligations of others to the Company.

Disability Definition. For the purposes of this Agreement, “Disability” shall have the meaning set forth in the Company’s then-current long-term disability benefit program or, if no such program is then in effect, shall mean a permanent disability rendering Employee unable to perform his duties for the Company for ninety (90) consecutive days or one hundred eighty (180) days in any twelve (12) month period, which determination shall be made after the period of disability, unless an earlier determination can be made, by an independent physician appointed by the Board.

Amended Definition. The definition of “Borrowing Base” set forth in [Section 1.01] of the Credit Agreement is hereby amended in its entirety and restated as follows:

Amended Definition. [Section 1.1] of the Agreement is amended by amending and restating the definition of “Outside Date” to read as follows:

“Innovations” Definition. In this Agreement, “Innovations” means all discoveries, designs, developments, improvements, inventions (whether or not protectable under patent laws), works of authorship, information fixed in any tangible medium of expression (whether or not protectable under copyright laws), trade secrets, know-how, ideas (whether or not protectable under trade secret laws), mask works, trademarks, service marks, trade names and trade dress.

Good Reason. For purposes of this Agreement, “Good Reason” shall mean:

Good Reason. The term “Good Reason” means the satisfaction of all of the following requirements:

Good Reason. Notwithstanding any contrary provision of [Section 2(e)] of the Employment Agreement, “Good Reason” shall have the same meaning as under the Option Agreement.

Good Reason. For purposes of this Agreement, “Good Reason” shall mean that the Executive has complied with the “Good Reason Process” (hereinafter defined) following the occurrence of any of the following events: # a material diminution in the Executive’s responsibilities, authority and function, an adverse change to Executive’s job title, or a change in Executive’s reporting relationship that results in the Executive no longer reporting directly to the CEO; # a material reduction in Base Salary except pursuant to a salary reduction program affecting substantially all of the employees of the Company, provided that it does not adversely affect the Executive to a greater extent than other similarly situated employees; # a material change in the principal geographic location at which the Executive provides services to the Company outside of the Greater Boston, Massachusetts area; or # the material breach of this

Good Reason. The Executive's employment may be terminated during the Employment Period by the Executive for Good Reason. For purposes of this Agreement, "Good Reason" shall mean: