Good Reason. For purposes of this Agreement, “Good Reason” for your resignation shall mean: # a material diminution in your Base Salary as compared to below that Base Salary as set as of the time of the reduction; provided, however, that if such reduction occurs in connection with a Company-wide decrease in executive officer team compensation, such reduction shall not constitute Good Reason provided that it is a reduction of a proportionally like amount or percentage affecting the entire executive team not to exceed 10%; # a material diminution in your authority, duties, or responsibilities; # any requirement of the Company that you be based anywhere more than fifty (50) miles from your primary office location and in a new office location that is a greater distance from your principal residence; or # the failure of any successor to expressly assume and agree to perform the severance provisions in this Agreement. Notwithstanding the foregoing, a termination for Good Reason shall not have occurred unless you give written notice to the Company of your intention to terminate employment within thirty (30) days after the occurrence of the event constituting Good Reason, specifying in reasonable detail the circumstances constituting Good Reason, and the Company has failed within thirty (30) days after receipt of such notice to cure the circumstances constituting Good Reason and you terminate employment on a mutually-agreeable date not more than thirty (30) days following the expiration of the Company’s cure period.

Good Reason. For purposes of this Agreement, Executive shall have “Good Reason” for resignation from employment with the Company if any of the following actions are taken by the Company without Executive’s affirmative prior written consent to such adverse change (which specifically acknowledges Executive’s waiver of the Good Reason condition with respect to the individual action that would otherwise form the basis of a resignation for Good Reason): # a material reduction in Executive’s base salary of 10% or more in the aggregate during the 12-month period following the closing of a Change in Control; # a material reduction in Executive’s duties (including responsibilities and/or authorities), provided, however, that a change in job position (including a change in title) shall not be deemed a “material reduction” in and of itself unless Executive’s new duties are materially reduced from the prior duties; or # relocation of Executive’s principal place of employment to a place that increases Executive’s one-way commute by more than fifty (50) miles as compared to Executive’s then-current principal place of employment immediately prior to such relocation. In order to resign for Good Reason, Executive must provide written notice to the Company’s Chief Executive Officer within 30 days after the first occurrence of the event giving rise to Good Reason setting forth the basis for Executive’s resignation, allow the Company at least 30 days from receipt of such written notice to cure such event, and if such event is not reasonably cured within such period, Executive must resign from all positions Executive then holds with the Company not later than 60 days after the expiration of the cure period.

12.4Good Reason. For purposes of this Agreement, Employee shall have “Good Reason” for resignation from employment with the Company if any of the following actions are taken by the Company without Employee’s prior written consent: # a material reduction in Employee’s Base Salary, unless pursuant to a salary reduction program applicable generally to the Company’s senior executives; # a material reduction in Employee’s duties (including responsibilities and/or authorities), provided, however, that a change in job position (including a change in title) or reporting line shall not be deemed a “material reduction” in and of itself unless Employee’s new duties are materially reduced from the prior duties; or # relocation of Employee’s principal place of employment to a place that increases Employee’s one-way commute by more than fifty (50) miles as compared to Employee’s then-current principal place of employment immediately prior to such relocation. In order for Employee to resign for Good Reason, each of the following requirements must be met: # Employee must provide written notice to the Company’s Chief Executive Officer within thirty (30) calendar days after the first occurrence of the event giving rise to Good Reason setting forth the basis for Employee’s resignation, # Employee must allow the Company at least thirty (30) calendar days from receipt of such written notice to cure such event, # such event is not reasonably cured by the Company within such 30 calendar day period (the “Cure Period”), and # Employee must resign in writing from all positions Employee then holds with the Company not later than 30 calendar days after the expiration of the Cure Period.

“Good Reason” shall mean a resignation of employment by the Executive as a result of the occurrence of one or more of the following events without the consent of the Executive: # a material breach of an agreement between the Company and the Executive by the Company that remains uncured more than thirty (30) days after written notice thereof is delivered to the Company that specifically identities such breach; # the Company significantly reduces the Executive’s Base Salary or the percentage eligibility established for the Executive’s Performance Bonus, other than any Company-wide reduction in compensation of employees; # the Company significantly reduces the Executive’s duties, authority or responsibilities relative to Executive’s duties, authority or responsibilities in effect immediately prior to such reduction; or # the Company relocates the facility that is the Executive’s principal place of business with the Company to a location more than fifty (50) miles from the immediately preceding location (excluding regular travel in the ordinary course of business). In order to resign for Good Reason, Executive must provide written notice to the Board within 30 days after the first occurrence of the event giving rise to Good Reason setting forth the basis for Executive’s resignation, allow the Company at least 30 days from receipt of such written notice to cure such event, and if such event is not reasonably cured within such period, Executive must resign from all positions Executive then holds with the Company not later than 30 days after the expiration of the cure period.

“Good Reason” means any of the following are undertaken without Executive’s prior written consent at any time after the Effective Date: # a material adverse change in Executive’s duties, responsibilities, title or reporting relationship, # reduction in Executive’s Base Salary, while there are at least six months of operating funds on hand (other than in connection with, and in an amount substantially proportionate to, reductions made by the Company to the annualized base salaries of its other senior executives), # the relocation of Executive’s principal workplace to more than 60 miles from the Company’s current principal offices in Irvine, California, or # a material breach of this Agreement by the Company. To terminate Executive’s employment for Good Reason, Executive must # provide notice to the Company of the event giving rise to the Good Reason within 90 days after such event occurs, # provide the Company with at least 30 days to cure, and # if not cured, resign for Good Reason within 30 days following expiration of the cure period.

Good Reason. For the sole purpose of determining Executive’s right to severance payments and benefits as described above, Executive’s resignation will be for “Good Reason” if Executive resigns within ninety days after any of the following events, unless Executive consents to the applicable event: # a material decrease in Executive’s Annual Base Salary, # a material decrease in Executive’s authority or areas of responsibility as are commensurate with Executive’s title or positions, including Executive ceasing to report directly to the chief executive officer of the Company’s ultimate parent company following a Change in Control (or of the Company if there is no such parent entity), # the Company’s material breach of a material provision of this Agreement or another written agreement with Executive or # the relocation of Executive’s primary office to a location more than 50 miles from the Boston metropolitan area. Notwithstanding the foregoing, no Good Reason will have occurred unless and until Executive has: # provided the Company, within 60 days of Executive’s knowledge of the occurrence of the facts and circumstances underlying the Good Reason event, written notice stating with reasonable specificity the applicable facts and circumstances underlying such finding of Good Reason; # provided the Company with an opportunity to cure the same within 30 days after the receipt of such notice; and # the Company shall have failed to cure such condition within such 30 day period.

Good Reason. For the sole purpose of determining Executive’s right to severance payments and benefits as described above, Executive’s resignation will be with “Good Reason” if Executive resigns within ninety (90) days after any of the following events, unless Executive consents in writing to the applicable event: # a reduction in Executive’s Annual Base Salary or Target Annual Bonus, # a material decrease in Executive’s authority or areas of responsibility as are commensurate with Executive’s title or position with the Company, # the relocation of Executive’s primary office to a location more than twenty-five (25) miles from the Executive’s primary office as of the date of this Agreement (for the avoidance of doubt, other than a relocation of Executive’s primary work location to the Company’s headquarters in the Boston, Massachusetts metropolitan area) or # the Company’s breach of a material provision of this Agreement. Notwithstanding the foregoing, no Good Reason will have occurred unless and until: # Executive has provided the Company, within sixty (60) days of Executive’s knowledge of the occurrence of the facts and circumstances underlying the Good Reason event, written notice stating with specificity the applicable facts and circumstances underlying such finding of Good Reason; # the Company has had an opportunity to cure the same within thirty (30) days after the receipt of such notice; and # the Company shall have failed to so cure within such period.

For these purposes, “Good Reason” means your voluntary resignation of your employment following any one or more of the following events that occur without your consent: # a material reduction of your duties, position or responsibilities, or your removal from such position and responsibilities, unless you are provided with a comparable position (i.e., a position of equal or greater organizational level, duties, authority, compensation and status); provided, however, that a reduction in duties, position or responsibilities solely by virtue of the Company being acquired and made part of a larger entity (as, for example, when the Chief Executive Officer of the Company remains as such following a Change in Control but is not made the Chief Executive Officer of the acquiring corporation) shall not constitute “Good Reason;” # your principal work location is moved more than 50 miles from its current location; # the Company or its successor materially reduces your aggregate base salary (other than a similar reduction applicable to executives generally); or # the Company’s material breach of any covenant of this Letter Agreement; provided, however, that, any such resignation by you shall only be deemed for Good Reason pursuant to this definition if: # you give the Company written notice of your intent to terminate for Good Reason within 30 days following the first occurrence of the condition(s) that you believe constitute(s) Good Reason, which notice shall describe such condition(s); # the Company fails to remedy such condition(s) within 30 days following receipt of the written notice (the “Cure Period”); and # you voluntarily terminate your employment within 30 days following the end of the Cure Period.

“Good Reason” shall mean one of the following has occurred: # a material breach by the Company of any of the terms in this Agreement; # any reduction in the Executive’s Base Salary or Target Annual Bonus Opportunity; # the relocation of the Executive’s principal place of employment that would increase the Executive’s one-way commute by more than 20 miles; or # any material and adverse change in the Executive’s position, title or status or any change in the Executive’s job duties, authority or responsibilities to those of lesser status. A termination of employment by the Executive for Good Reason shall be effectuated by giving the Company written notice of the termination, setting forth the conduct of the Company that constitutes Good Reason, within 60 days of the first date on which the Executive has knowledge of such conduct. The Executive shall further provide the Company at least 30 days following the date on which such notice is provided to cure such conduct. Failing such cure, a termination of employment by the Executive for Good Reason shall be effective on the day following the expiration of such cure period.

“Good Reason” means # a reduction in the Base Salary or percentage target bonus opportunity or a material reduction in the target long-term incentive award opportunity, in each case as then in effect, # a material reduction in the benefits provided Executive, except where such reduction is part of a general reduction in benefits effectuated by the Compensation Committee of the Board which is equally applicable to all senior executives of the Company, # a reduction in Executive’s title, a material reduction in job responsibilities, or a material change in Executive’s reporting relationship, or # following a Change in Control, an attempted relocation of Executive to a position that is located greater than forty (40) miles from the location of such Executive’s most recent principal location of employment with the Company; provided, however, that Executive shall be treated as having resigned due to Good Reason only if he provides the Company with a notice of termination within ninety (90) days of the initial existence of one of the conditions described above, following which the Company shall have thirty (30) days from the receipt of the notice of termination to cure the event specified in the notice of termination and, if the Company fails to so cure the event, Executive must terminate his employment no later than thirty (30) days following the end of such cure period.

"Good Reason" means # a reduction in your then-current annual base salary; except for a reduction that is part of a proportional reduction of the base salaries of all Company executives; # your Company stock options not being assumed by the acquiring entity (or a direct or indirect parent entity) in an Acquisition, or substantially equivalent consideration for such options not otherwise being offered in the Acquisition; # the offices of the Company that you are required to report to being moved more than 30 miles; # a material and adverse change in your duties and responsibilities (it being agreed that a change in duties and responsibilities following an Acquisition that is inherent in the Company becoming a part of a larger business organization shall not constitute a material adverse change); or # a reduction in your title to a level below that of "Vice President"; provided, however, that a resignation by you shall not be considered to be for a "Good Reason" under this agreement unless # you provide written notice to the Board, or your immediate supervisor, as applicable, of the occurrence of the event which you contend constitutes Good Reason within thirty (30) days of the date such event occurs, which notice states your intention to resign for a "Good Reason" under this Agreement as a result thereof, # the Company does not effect a cure with respect to such event within fifteen (15) days of receipt of such written notice, and # you thereafter resign and cease to perform services as an employee of the Company within ten (10) days of the expiration of the Company's cure period.