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” shall mean Executive has complied with the “Good Reason Process” (hereinafter defined) following the occurrence of any of the following events without the written consent of Executive: # the assignment to Executive of duties inconsistent with, or the removal of duties material to the usual and customary performance of, Executive’s position (including status, offices, titles, and reporting requirements), authority, duties, or responsibilities, excluding for this purpose an isolated, insubstantial, and inadvertent action not taken in bad faith and which is remedied by the Company promptly after receipt of written notice thereof given by Executive; # a reduction in base salary of 10% or more, except for an across-the-board reduction of not more than 10% per person, and applicable to all employees of the Company; # a material reduction in aggregate benefits available to Executive; or # the relocation of the office at which Executive is principally employed to a location more than thirty (30) miles from such office.

“Good Reason” means: # any material breach by the Company of this Agreement; # a change in the Executive’s reporting relationships such that the Executive no longer directly reports [[Organization B:Organization]] President or Chief Executive Officer; # a material reduction or material adverse change in the Executive’s current duties, responsibilities and authority, without his or her consent; # the demand by the Company for the Executive to relocate or commute more than 40 miles from [[Address A:Address]] without his or her consent; or # any reduction by the Company in the Executive’s Base Salary or the Executive’s Performance Bonus Target without his or her consent, except for across-the-board compensation reductions based on the Company’s financial performance similarly affecting all or substantially all senior management employees of the Company. For purposes hereof, whether or not the Executive has Good Reason to terminate his or her employment by the Company pursuant to [subparagraphs (i) through (v)] above will be determined by the Company in its reasonable, good faith discretion, based upon the facts known [[Organization B:Organization]] at the relevant time.

“Good Reason” means, without the Executive’s consent, # material diminution in title, duties, responsibilities or authority; # reduction of Base Salary, MIP Target or employee benefits except for across-the-board changes for executives at the Executive’s level; # exclusion from executive benefit/compensation plans; # material breach of the Agreement that [[Party:Organization]] has not cured within thirty (30) days after the Executive has provided [[Party:Organization]] notice of the material breach which shall be given within sixty (60) days of the Executive’s knowledge of the occurrence of the material breach; or # resignation in compliance with securities, corporate governance or other applicable law (such as the US Sarbanes-Oxley Act) as specifically applicable to such Executive. For avoidance of doubt, a change in reporting relationship to the CEO’s designee shall not constitute “Good Reason.”

For purposes of this Agreement, “Good Reason” shall mean: # any material reduction in Executive’s base salary; # any substantial reduction in Executive’s authority, duties or responsibilities; or # any material diminution in Executive’s authority, duties or responsibilities.

"GOOD REASON"shall mean one or more of the following conditions arising not more than six months before Executive's termination date without Executive's consent: # a material breach by the Company of any provision of this Agreement; # assignment by the Board or a duly authorized committee thereof to Executive of any duties that materially and adversely alter the nature or status of Executive's position, job descriptions, duties, title or responsibilities from those of a President and Chief Executive Officer, or eligibility for Company compensation plans; # requirement by the Company for Executive to relocate to a primary place of business which is more than ​ miles away from the Executive's primary place of business as of the Effective Date of this Agreement; or # a material reduction in Executive's Base Salary in effect at the relevant time. Notwithstanding anything herein to the contrary, Good Reason will exist only if Executive provides notice to the Company of the existence of the condition otherwise constituting Good Reason within 90 days of the initial existence of the condition, and the Company fails to remedy the condition on or before the 30th day following its receipt of such notice.

“Good Reason” means the existence of any of the following, without the Executive’s written consent: # a material diminution in the Executive’s authority, duties, or responsibilities; # a material diminution in Base Salary or Target Opportunity, except for any across-the-board reductions approved by the Board for all similarly-situated employees (not to exceed 10%); # a change to the Executive’s primary work location to a location more than 50 miles away; or # a material breach of the Agreement by the Company including, but not limited to, # the failure of the Company or its Affiliates to obtain the assumption of their obligations under this Agreement by any successor or assign as contemplated in Section 14.6 or # a material breach of this Agreement by the Company. For purposes of this definition, the Executive’s termination will not be considered to have been with Good Reason unless # he provides written notice to the Company of the condition constituting Good Reason within 90 days of the Executive having knowledge of its initial existence, # such condition remains uncured for at least 30 days following the Company’s receipt of such notice, and # the Executive actually terminates employment following the expiration of any cure period but within two years of the initial occurrence of such condition.

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.

Good Reason. For purposes of this Agreement, “Good Reason” means: # a material reduction or adverse change in Executive’s title, position, duties or compensation without Executive’s prior express written consent; and # any other material breach by the Company of its obligations hereunder, which breach remains uncured for thirty (30) days following written notice to the Company of such breach, which notice specifies in reasonable detail the nature of such breach.

Definition of “Good Reason”. As used herein, a “Good Reason” shall mean the occurrence of any of the following events without Executive’s written consent: # relocation of Executive’s principal business location to a location more than fifty (50) miles from Executive’s then-current business location; # a material diminution in Executive’s duties, authority or responsibilities; # a material reduction in the Executive’s Base Salary (other than as a result of a broad based reduction of salary similarly affecting other Company executives having comparable rank, authority and seniority); or # any material breach of this Agreement by the Company; provided that # Executive provides Company with written notice that Executive intends to terminate Executive’s employment hereunder for one of the grounds set forth in this Section 2(e) within thirty (30) days of such ground occurring, # if such ground is capable of being cured, the Company has failed to cure such ground within a period of thirty (30) days from the date of such written notice, and # Executive terminates Executive’s employment within sixty-five days from the date that Good Reason first occurs. For purposes of clarification, the above-listed conditions shall apply separately to each occurrence of Good Reason and failure to adhere to such conditions in the event of Good Reason shall not disqualify Executive from asserting Good Reason for any subsequent occurrence of Good Reason. For purposes of this Agreement, “Good Reason” shall be interpreted in a manner, and limited to the extent necessary, so that it shall not cause adverse tax consequences for either party with respect to [Section 409A] (“[Section 409A]”) of the Internal Revenue Code of 1986, as amended (the “Code”) and any successor statute, regulation and guidance thereto.