Common use of For Good Reason Clause in Contracts

For Good Reason. By the Executive for Good Reason as set forth herein. “Good Reason” for purposes of this Agreement shall mean the occurrence of any of the following events without the Executive’s consent: (i) any material reduction in the Executive’s then current Base Salary; (ii) the assignment to the Executive of any duties inconsistent with her status as Chief Financial Officer of the Company, her removal from the position of Chief Financial Officer of the Company, or a material diminution in the Executive’s duties, title, or reporting relationship; (iii) the relocation of the Executive’s work location to a location that is more than thirty (30) miles from the Executive’s then-current principal work location, provided, however, that travel during the ordinary course of performance of the Executive’s duties will not constitute Good Reason; and/or (iv) the Company ceasing to provide, in the aggregate, substantially the same employee benefits that are set forth in Section 5(a) of this Agreement or a material breach by the Company of any other provision of this Agreement; provided that, in each case, (A) within sixty (60) days of the first occurrence of such event, the Executive must give written notice to the Board stating in reasonable detail the actions or omissions purported to constitute Good Reason, (B) such event is not corrected within thirty (30) days after receiving the Executive’s written notice (the “Cure Period”), and (C) the Executive terminates the Executive’s employment within thirty (30) days following the end of the Cure Period. In the event of the termination by the Executive for Good Reason pursuant to this Section 8(e), the Company shall pay to the Executive all Accrued Benefits through the date of such termination, and Severance Benefits.

For Good Reason. By At the Executive election of the Executive, Executive’s employment and this Agreement may be terminated for Good Reason as set forth hereinupon written notice to the Company. For purposes of this Agreement, and subject to the caveat at the end of this Section, “Good Reason” for purposes of this Agreement Executive to terminate his employment hereunder shall mean the occurrence of any of the following events without the Executive’s prior written consent: (i) any material reduction in by the Company of Executive’s then current Base Salary; (ii) Salary as initially set forth herein or as the assignment same may be increased from time to the Executive of any duties inconsistent with her status as Chief Financial Officer of the Company, her removal from the position of Chief Financial Officer of the Company, or a material diminution in the Executive’s duties, title, or reporting relationship; (iii) the relocation of the Executive’s work location to a location that is more than thirty (30) miles from the Executive’s then-current principal work locationtime, provided, however, that travel during the ordinary course of performance of the Executive’s duties will if such reduction is less than 15% and occurs in connection with a Company-wide decrease in executive compensation, such reduction shall not constitute Good ReasonReason for Executive to terminate his employment; and/or (ivii) the Company ceasing to provide, in the aggregate, substantially the same employee benefits that are set forth in Section 5(a) of this Agreement or a material breach by the Company (or any of its affiliates) of this Agreement or any other provision written agreement between the Company or any of its affiliates and Executive; (iii) a material adverse change in Executive’s duties, titles, authority, responsibilities or reporting relationships, with such determination being made with reference to the greatest extent of Executive’s duties, titles, authority, responsibilities or reporting relationships, etc. as increased (but not decreased) from time to time; or (iv) any failure of the Company or any affiliate to pay Executive any amount owed to Executive under this AgreementAgreement or any other written agreement plan or program between the Company, any affiliates and Executive; provided (v) any reduction in Executive’s bonus eligibility. Provided, however, that, in each case, (A) within sixty (60) days of the first occurrence of any such event, termination by the Executive must give shall only be deemed for Good Reason pursuant to this definition if: (1) the Executive gives the Company written notice of his intent to the Board stating in reasonable detail the actions or omissions purported to constitute terminate for Good Reason, ; which notice shall describe such condition(s); (B2) the Company fails to remedy such event is not corrected condition(s) within thirty (30) days after receiving following receipt of the Executive’s written notice (the “Cure Period”), ; and (C3) the Executive voluntarily terminates the Executive’s his employment within thirty (30) days following the end of the Cure Period. In the event of the termination by the Executive for Good Reason pursuant to this Section 8(e), the Company shall pay to the Executive all Accrued Benefits through the date of such termination, and Severance Benefits.

For Good Reason. By the The Executive may terminate his employment hereunder for Good Reason as set forth hereinReason. For purposes of this Agreement, “Good Reason” for purposes of this Agreement shall mean the occurrence of any of the following events without the Executive’s consentmean: (i) any a material breach of this Agreement by the Company (including the Company’s withholding or failure to pay compensation when due to the Executive); (ii) relocation of the Company’s headquarters or the location where the Executive works, to a location outside of Greenwood Village, Colorado; (iii) a material reduction in the Executive’s then current Base Salary; (ii) titles, duties, authority, or responsibilities, or the assignment to the Executive of any duties materially inconsistent with her status as Chief Financial Officer the Executive’s position, authority, duties, or responsibilities without the written consent of the Company, her removal from the position of Chief Financial Officer of the Company, or Executive; (iv) a material diminution reduction in the Executive’s dutiesannual Base Salary or Annual Bonus opportunity or other compensation, titleas currently in effect or as may be increased from time to time, including, but not limited to, elimination or reporting relationship; (iii) the relocation of reduction in the Executive’s work location to a location that is more participation in the Incentive Plan for reasons other than thirty those specified in such plan; (30v) miles from the Executive’s then-current principal work location, provided, however, that travel during the ordinary course of performance failure of the Executive’s duties will not constitute Company to nominate the Executive for election as a member of the Board; or (vi) the termination of employment of the other Co-Chief Executive Officer of the Company by the Company without Cause or by the other Co-Chief Executive Officer for Good Reason; and/or (iv) , as each such term is defined herein. With respect to the Company ceasing to provide, in the aggregate, substantially the same employee benefits that are acts or omissions set forth in Section 5(a) of this Agreement or a material breach by the Company of any other provision of this Agreement; provided that, in each casesubsection (e), (A) within sixty (60) days of the first occurrence of such event, the Executive must give written notice to shall provide the Board stating with a Notice of Termination (as defined in reasonable Section 5 below) specifying in detail the actions or omissions purported to constitute basis for the termination of employment for Good ReasonReason and the provision(s) under this Agreement on which such termination is based, (B) such event is not corrected within the Company shall have thirty (30) days after receiving to cure the Executive’s written matters specified in the notice (the “Cure Period”)delivered, and (C) if uncured, the Executive terminates must terminate his employment with the Executive’s employment Company within thirty ninety (3090) days following after the end initial existence of the Cure Period. In the event of the circumstances constituting Good Reason in order for such termination by the Executive to be considered to be for Good Reason pursuant to this Section 8(e), the Company shall pay to the Executive all Accrued Benefits through the date of such termination, and Severance BenefitsReason.

For Good Reason. By the Executive You may terminate your employment hereunder for Good Reason as set forth herein. “Good Reason,” which, for purposes of this Agreement shall mean mean, without your prior written consent, the occurrence of any of the following events without the Executive’s consentor actions: (i1) any a material reduction of your Base Salary or Target Bonus, which for this purpose shall mean one or more reductions that, individually or in the Executive’s then current aggregate, exceed 5% of your highest Base SalarySalary or Target Bonus, as applicable; (ii2) the assignment to the Executive of any duties inconsistent with her status as Chief Financial Officer of the Company, her removal from the position of Chief Financial Officer of the Company, or a material diminution in the Executive’s duties, title, or reporting relationship; (iii) the an actual relocation of the Executive’s work location to a location your principal office that is more than thirty (30) 50 miles from New York, NY; (3) a diminution in your title, a material diminution of your authority, duties or responsibilities, or the Executive’s then-current principal work locationassignment to you of titles, providedauthority, howeverduties or responsibilities that are materially inconsistent with your titles, authority, duties and/or responsibilities under this Agreement; (4) a change in your reporting so that travel during you cease to report to the ordinary course of performance CEO (or, after a Change in Control (as defined in the 2008 Stock Incentive Plan), the Chief Executive Officer of the Executive’s duties will not constitute Good ReasonCompany or its ultimate parent); and/or (iv5) a failure of the Company ceasing to provide, obtain the assumption in the aggregate, substantially the same employee benefits that are set forth in Section 5(a) writing of its obligations under this Agreement by any successor to all or substantially all of the assets of the Company within 15 days after a merger, consolidation, sale or similar transaction; (6) you are no longer the sole and top legal officer of the Company and its Affiliates; or (7) a material breach by the Company of any other provision of this Agreement; provided that. In order to invoke a termination for Good Reason, in each case, (A) within sixty (60) days of the first occurrence of such event, the Executive must give you shall provide written notice to the Board stating Company of the existence of one or more of the conditions described in reasonable detail clauses (1) through (7) within 180 days following your knowledge of the actions initial existence of such condition or omissions purported to constitute conditions (the “Good ReasonReason Notice”), (B) and the Company shall have 30 days following receipt of such event is not corrected within thirty (30) days after receiving the Executive’s written notice Good Reason Notice (the “Cure Period”), and (C) during which it may remedy the Executive terminates the Executive’s employment within thirty (30) days following the end of the Cure Periodcondition. In the event that the Company fails to remedy the condition constituting Good Reason during the applicable Cure Period, you must terminate employment, if at all, within two years following the existence of the condition for which the Good Reason Notice is given in order for such termination by the Executive as a result of such condition to constitute a termination for Good Reason pursuant to this Section 8(e), the Company shall pay to the Executive all Accrued Benefits through the date of such termination, and Severance BenefitsReason.

For Good Reason. By the Executive for Good Reason as set forth herein. “Good Reason” for purposes of this Agreement shall mean the occurrence of any of the following events without the Executive’s consent: (i) any material reduction in the Executive’s then current Base Salary; (ii) the assignment to the Executive of any duties inconsistent with her his status as Chief Financial Executive Officer of the Company, her his removal from the position of Chief Financial Executive Officer of the Company, or a material diminution in the Executive’s duties, title, or reporting relationship; (iii) the relocation of the Executive’s work location to a location that is more than thirty (30) miles from the Executive’s then-current principal work location, provided, however, that travel during the ordinary course of performance of the Executive’s duties will not constitute Good Reason; and/or (iv) the Company ceasing to provide, in the aggregate, substantially the same employee benefits that are set forth in Section 5(a) of this Agreement or a material breach by the Company of any other provision of this Agreement; provided that, in each case, (A) within sixty (60) days of the first occurrence of such event, the Executive must give written notice to the Board stating in reasonable detail the actions or omissions purported to constitute Good Reason, (B) such event is not corrected within thirty (30) days after receiving the Executive’s written notice (the “Cure Period”), and (C) the Executive terminates the Executive’s employment within thirty (30) days following the end of the Cure Period. In the event of the termination by the Executive for Good Reason pursuant to this Section 8(e), the Company shall pay to the Executive all Accrued Benefits through the date of such termination, and Severance Benefits.

For Good Reason. By the The Executive may terminate his employment hereunder for Good Reason as set forth herein. “"Good Reason” for ." For purposes of this Agreement Agreement, "Good Reason" shall mean and shall be deemed to exist if, without the occurrence of any prior written consent or written waiver of the following events without the Executive’s consent: , (i) the Executive is assigned duties or responsibilities by the Board or the Supervising Officer or the Board that are inconsistent in any material reduction in respect with the scope or nature of the duties and responsibilities associated with his title as Chief Operating Officer and, within ten (10) days following written notice by Executive to the Company of Executive’s then current Base Salary's objection to such duties or responsibilities pursuant to this Section 4(c), the Board or the Supervising Officer has not withdrawn such assigned duties or responsibilities; (ii) the assignment Executive's duties and responsibilities as Chief Operating Officer are significantly reduced by the Board or the Supervising Officer and, within ten (10) days following written notice by the Executive to the Executive Company of any duties inconsistent with her status as Chief Financial Executive's objection to such reduction, the Board or the Supervising Officer of the Company, her removal from the position of Chief Financial Officer of the Company, or a material diminution in fails to reinstate the Executive’s duties, title, or reporting relationship's duties and responsibilities so reduced; (iii) the relocation Company's failure to substantially perform any material term or provision of this Agreement, after written notice by the Executive to the Company of such failure, specifying the particular act or acts or failure to act that is the basis of such notice, and the Company fails to substantially correct such breach within ten (10) days of its receipt of such notice, (iv) except as expressly permitted by Section 2(b) hereof, the Executive’s work 's office location is relocated to a location one that is more than thirty fifty (3050) miles from the Executive’s then-current principal work locationlocation at which he was based immediately prior to the relocation, provided, however, that travel (v) during any consecutive twelve (12) calendar month period during the ordinary course Employment Period, Executive, on more than three (3) occasions, shall have given notice to the Company of performance matters referenced in clauses (i), (ii) or (iii) of this Section 4(c), which matters, but for the Executive’s duties will not constitute Company's subsequent corrective action or cure, would have constituted "Good Reason; and/or " pursuant to said clauses (ivi), (ii) or (iii) of this Section 4(c) or (vi) the Company ceasing fails to provide, in nominate Executive as a director of the aggregate, substantially Company pursuant to section 2(a) hereof or fails to obtain the same employee benefits that are set forth in Section 5(a) full assumption of this Agreement by a successor corporation. Notwithstanding anything to the contrary in this Section 4(c), to the extent that Executive's duties and responsibilities are increased or expanded during the interim period following the resignation of Mr. Xxxxx xx President and Chief Executive Officer and the Company's hiring of a material breach by the Company successor (such person, a "Permanent CEO") to Mr. Xxxxx (xxch increase or expansion of any other provision of this Agreement; provided thatduties or responsibilities, in each case"Expanded Interim Authority"), (A) within sixty (60) days of the first occurrence no reduction or limitation of such event, Expanded Interim Authority following the Executive must give written notice to the Board stating in reasonable detail the actions or omissions purported to hiring of a Permanent CEO will constitute "Good Reason, (B) such event is not corrected within thirty (30) days after receiving the Executive’s written notice (the “Cure Period”), and (C) the Executive terminates the Executive’s employment within thirty (30) days following the end of the Cure Period. In the event of the termination by the Executive for Good Reason pursuant to this Section 8(e), the Company shall pay to the Executive all Accrued Benefits through the date of such termination, and Severance Benefits" hereunder.

For Good Reason. By the The Executive may terminate his employment hereunder for Good Reason as set forth hereinReason. For purposes of this Amended Agreement, “Good Reason” for purposes of this Agreement shall mean the occurrence of any of the following events without the Executive’s consentmean: (i) any a material breach of this Amended Agreement by the Company (including the Company’s withholding or failure to pay compensation when due to the Executive); (ii) relocation of the Company’s headquarters or the location where the Executive works, to a location outside of Greenwood Village, Colorado; (iii) a material reduction in the Executive’s then current Base Salary; (ii) titles, duties, authority, or responsibilities, or the assignment to the Executive of any duties materially inconsistent with her status as Chief Financial Officer the Executive’s position, authority, duties, or responsibilities without the written consent of the Company, her removal from the position of Chief Financial Officer of the Company, or Executive; (iv) a material diminution reduction in the Executive’s dutiesannual Base Salary or Annual Bonus opportunity or other compensation, titleas currently in effect or as may be increased from time to time, including, but not limited to, elimination or reporting relationship; (iii) the relocation of reduction in the Executive’s work location to a location that is more participation in the Incentive Plan for reasons other than thirty those specified in such plan; (30v) miles from the Executive’s then-current principal work location, provided, however, that travel during the ordinary course of performance failure of the Executive’s duties will not constitute Good ReasonCompany to nominate the Executive for election as a member of the Board; and/or (ivvi) the Company ceasing failure of the Company’s stockholders to provide, in elect the aggregate, substantially Executive as a member of the same employee benefits that are Board; or (vii) the removal of the Executive as a member of the Board by the Company’s stockholders; as each such term is defined herein. With respect to the acts or omissions set forth in Section 5(a) of this Agreement or a material breach by the Company of any other provision of this Agreement; provided that, in each casesubsection 4(e), (A) within sixty (60) days of the first occurrence of such event, the Executive must give written notice to shall provide the Board stating with a Notice of Termination (as defined in reasonable Section 5 below) specifying in detail the actions or omissions purported to constitute basis for the termination of employment for Good ReasonReason and the provision(s) under this Amended Agreement on which such termination is based, (B) such event is not corrected within the Company shall have thirty (30) days after receiving to cure the Executive’s written matters specified in the notice (the “Cure Period”)delivered, and (C) if uncured, the Executive terminates must terminate his employment with the Executive’s employment Company within thirty ninety (3090) days following after the end initial existence of the Cure Period. In the event of the circumstances constituting Good Reason in order for such termination by the Executive to be considered to be for Good Reason pursuant to this Section 8(e), the Company shall pay to the Executive all Accrued Benefits through the date of such termination, and Severance BenefitsReason.

For Good Reason. By The Employee may terminate this Agreement without any prior written notice to the Executive Company if the termination is “for Good Reason as set forth herein. “Good Reasongood reason.” for For purposes of this Agreement “for good reason” shall mean the occurrence of any of the following events without the Executive’s consent: be defined as (i) any material reduction in the Executive’s then current Base Salary; (ii) the assignment to the Executive of any duties inconsistent with her status as Chief Financial Officer of the Company, her removal from the position of Chief Financial Officer of the Company, or a material diminution in the Executive’s duties, title, or reporting relationship; (iii) the relocation of the Executive’s work location to a location that is more than thirty (30) miles from the Executive’s then-current principal work location, provided, however, that travel during the ordinary course of performance of the Executive’s duties will not constitute Good Reason; and/or (iv) the Company ceasing to provide, in the aggregate, substantially the same employee benefits that are set forth in Section 5(a) of this Agreement or a material breach by the Company of this Agreement; (ii) the Company’s relocation of the office where Employee performs his duties by twenty-five (25) or more miles; (iii) assignment to the Employee of any duties, authority or responsibilities that are materially inconsistent with the Employee’s position, authority, duties or responsibilities, or any other provision Company action that results in the material diminution in such position, authorities, duties or responsibilities; (iv) substantial change in organizational reporting relationships as compared to the Effective Date that will materially impact Employee’s title, status, position, authority, duties or responsibilities reporting requirements; and (v) any other purported termination of the Employee other than under the terms of this Agreement; provided thatprovided, that the occurrence of any event described in this sentence may only constitute termination “for good reason” if (a) the Employee gives the Company written notice of his intention to terminate his employment “for good reason” and, in each casereasonable detail, (A) of the event constituting grounds for such termination within sixty (60) days of the first occurrence of such event, and (b) the Executive must give written notice to relevant circumstances or conditions are not remedied by the Board stating in reasonable detail the actions or omissions purported to constitute Good Reason, (B) such event is not corrected Company within thirty (30) days after receiving receipt by the Executive’s Company of such written notice (from the “Cure Period”), and (C) the Executive terminates the Executive’s employment within thirty (30) days following the end of the Cure PeriodEmployee. In the event of the termination by the Executive for Good Reason pursuant to this Section 8(e), the Company shall pay to the Executive all Accrued Benefits through the date of such termination, and Severance Benefits.Employment Agreement

For Good Reason. By The Executive shall have the Executive right to terminate this Agreement and his employment hereunder for Good Reason as set forth Reason, such employment to terminate upon expiration of the notice and cure period described herein. As used herein, “Good Reason” for purposes of this Agreement shall mean the occurrence of any of the following events without the Executive’s consentmean: (iA) any material reduction in the Executive’s then current Base Salary; (ii) the assignment to the Executive of any duties inconsistent with her status as Chief Financial Officer of the Company, her removal from the position of Chief Financial Officer of the Company, or a material diminution in the Executive’s duties, title, or reporting relationship; (iii) the relocation of the Executive’s work location to a location that is more than thirty (30) miles from the Executive’s then-current principal work location, provided, however, that travel during the ordinary course of performance of the Executive’s duties will not constitute Good Reason; and/or (iv) the Company ceasing to provide, in the aggregate, substantially the same employee benefits that are set forth in Section 5(a) of this Agreement or a material breach failure by the Company of to comply with any other provision of this Agreement; provided that, in each case, (A) within sixty (60) days of the first occurrence of such event, the Executive must give written notice to the Board stating in reasonable detail the actions or omissions purported to constitute Good Reason, (B) substantial interference with the day to day operations of the Company by a Director of the Company (or such event Director’s employer or affiliate) that is not corrected within thirty (30) days after receiving inconsistent with formal actions taken by the Board or that impairs the Executive’s written notice ability to deliver agreed upon results for the Company. A termination by the Executive shall not be for Good Reason unless: (the “Cure Period”), and (C1) the Executive gives the Board written notice specifying the event or condition that the Executive asserts authorizes termination for Good Reason; (2) the Executive did not cause the event or condition that Executive asserts authorizes Executive’s termination for Good Reason or knowingly allow such event or condition to occur; (3) such notice is given no more than 30 days after the occurrence of the event or the initial existence of the condition that Executive asserts authorizes termination for Good Reason; (4) during the 30 days following receipt of such notice, the Company and/or the Board fail to remedy or cure the event or condition; and (5) Executive terminates the Executive’s employment within thirty (30) 30 days following after the end of the Cure Periodsuch cure period. In the event of the termination by that the Executive for Good Reason elects to terminate his employment pursuant to this Section 8(e)3.2(b)(i)(A) and in accordance with the notice and cure requirements in subparts (1) through (5) above, the Company Executive shall pay be entitled to receive the payments referred to in Section 3.3(a) and (b) hereof. In the event that the Executive all Accrued Benefits elects to terminate his employment pursuant to Section 3.2(b)(i)(B) and in accordance with the notice and cure requirements in subparts (1) through (5) above, the date of such termination, Executive shall be entitled to receive the payments referred to in Section 3.3(a) and Severance Benefits(c) hereof.

For Good Reason. By the Executive for Good Reason as set forth herein. “Good Reason” for purposes of this Agreement shall mean the occurrence of any of the following events without the Executive’s consent: (i) any material reduction in the Executive’s then current Base Salary; (ii) the assignment to the Executive of any duties inconsistent with her his status as Chief Financial Executive Officer of the Company, her his removal from the position of Chief Financial Executive Officer of the Company, or a material diminution in the Executive’s duties, title, or reporting relationship; (iii) the relocation of the Executive’s work location to a location that is more than thirty (30) miles from the Executive’s then-current principal work location, provided, however, that travel during the ordinary course of performance of the Executive’s duties will not constitute Good Reason; and/or (iv) the Company ceasing to provide, in the aggregate, substantially the same employee benefits that are set forth in Section 5(a) of this Agreement or a material breach by the Company of any other provision of this Agreement; provided that, in each case, (A) within sixty (60) days of the first occurrence of such event, the Executive must give written notice to the Board stating in reasonable detail the actions or omissions purported to constitute Good Reason, (B) such event is not corrected within thirty (30) days after receiving the Executive’s written notice (the “Cure Period”), and (C) the Executive terminates the Executive’s EXECUTION COPY employment within thirty (30) days following the end of the Cure Period. In the event of the termination by the Executive for Good Reason pursuant to this Section 8(e), the Company shall pay to the Executive all Accrued Benefits through the date of such termination, and Severance Benefits.

For Good Reason. By The Executive shall have the Executive right to terminate this Agreement and his employment hereunder for Good Reason as set forth Reason, such employment to terminate upon expiration of the notice and cure period described herein. As used herein, “Good Reason” for purposes of this Agreement shall mean the occurrence of any of the following events without the Executive’s consentmean: (iA) any material reduction in failure by the Executive’s then current Base SalaryCompany to comply with any provision of this Agreement; (ii) the assignment to the Executive of any duties inconsistent with her status as Chief Financial Officer of the Company, her removal from the position of Chief Financial Officer of the Company, or a material diminution in the Executive’s duties, title, or reporting relationship; (iiiB) the relocation of the Executive’s work location principal place of employment to a location that is more than thirty (30) 50 miles from Canton, Ohio; or (C) substantial interference with the day to day operations of the Company by a director of the Company, acting in the director’s individual capacity, that is inconsistent with formal actions taken by the Board or that impairs the Executive’s then-current principal work location, provided, however, ability to deliver agreed upon results for the Company. A termination by the Executive shall not be for Good Reason unless: (1) the Executive gives the Board written notice specifying the event or condition that travel during the ordinary course of performance of the Executive’s duties will not constitute Executive asserts authorizes termination for Good Reason; and/or (iv) the Company ceasing to provide, in the aggregate, substantially the same employee benefits that are set forth in Section 5(a) of this Agreement or a material breach by the Company of any other provision of this Agreement; provided that, in each case, (A) within sixty (60) days of the first occurrence of such event, the Executive must give written notice to the Board stating in reasonable detail the actions or omissions purported to constitute Good Reason, (B) such event is not corrected within thirty (30) days after receiving the Executive’s written notice (the “Cure Period”), and (C2) the Executive did not cause the event or condition that Executive asserts authorizes Executive’s termination for Good Reason or knowingly allow such event or condition to occur; (3) such notice is given no more than 30 days after the occurrence of the event or the initial existence of the condition that Executive asserts authorizes termination for Good Reason; (4) during the 30 days following receipt of such notice, the Company and/or the Board fail to remedy or cure the event or condition; and (5) Executive terminates the Executive’s employment within thirty (30) 30 days following after the end of the Cure Periodsuch cure period. In the event of the termination by that the Executive for Good Reason elects to terminate his employment pursuant to this Section 8(e)3.2(b)(i)(A) or (B) and in accordance with the notice and cure requirements in subparts (1) through (5) above, the Company Executive shall pay be entitled to receive the payments referred to in Section 3.3(a) and (b) hereof. In the event that the Executive all Accrued Benefits elects to terminate his employment pursuant to Section 3.2(b)(i)(C) and in accordance with the notice and cure requirements in subparts (1) through (5) above, the date of such termination, Executive shall be entitled to receive the payments referred to in Section 3.3(a) and Severance Benefits(c) hereof.

For Good Reason. By The Executive shall have the Executive right to terminate this Agreement and his employment hereunder for Good Reason as set forth Reason, such employment to terminate upon expiration of the notice and cure period described herein. As used herein, “Good Reason” for purposes of this Agreement shall mean the occurrence of any of the following events without the Executive’s consentmean: (iA) any material reduction in failure by the Executive’s then current Base SalaryCompany to comply with any provision of this Agreement; (ii) the assignment to the Executive of any duties inconsistent with her status as Chief Financial Officer of the Company, her removal from the position of Chief Financial Officer of the Company, or a material diminution in the Executive’s duties, title, or reporting relationship; (iiiB) the relocation of the Executive’s work location principal place of employment to a location that is more than thirty (30) 50 miles from Canton, Ohio; or (C) substantial interference with the day to day operations of the Company by a director of the Company (or such director’s employer or affiliate) that is inconsistent with formal actions taken by the Board or that impairs the Executive’s then-current principal work location, provided, however, ability to deliver agreed upon results for the Company. A termination by the Executive shall not be for Good Reason unless: (1) the Executive gives the Board written notice specifying the event or condition that travel during the ordinary course of performance of the Executive’s duties will not constitute Executive asserts authorizes termination for Good Reason; and/or (iv) the Company ceasing to provide, in the aggregate, substantially the same employee benefits that are set forth in Section 5(a) of this Agreement or a material breach by the Company of any other provision of this Agreement; provided that, in each case, (A) within sixty (60) days of the first occurrence of such event, the Executive must give written notice to the Board stating in reasonable detail the actions or omissions purported to constitute Good Reason, (B) such event is not corrected within thirty (30) days after receiving the Executive’s written notice (the “Cure Period”), and (C2) the Executive did not cause the event or condition that Executive asserts authorizes Executive’s termination for Good Reason or knowingly allow such event or condition to occur; (3) such notice is given no more than 30 days after the occurrence of the event or the initial existence of the condition that Executive asserts authorizes termination for Good Reason; (4) during the 30 days following receipt of such notice, the Company and/or the Board fail to remedy or cure the event or condition; and (5) Executive terminates the Executive’s employment within thirty (30) 30 days following after the end of the Cure Periodsuch cure period. In the event of the termination by that the Executive for Good Reason elects to terminate his employment pursuant to this Section 8(e)3.2(b)(i)(A) or (B) and in accordance with the notice and cure requirements in subparts (1) through (5) above, the Company Executive shall pay be entitled to receive the payments referred to in Section 3.3(a) and (b) hereof. In the event that the Executive all Accrued Benefits elects to terminate his employment pursuant to Section 3.2(b)(i)(C) and in accordance with the notice and cure requirements in subparts (1) through (5) above, the date of such termination, Executive shall be entitled to receive the payments referred to in Section 3.3(a) and Severance Benefits(c) hereof.

For Good Reason. By the Executive may terminate Executive’s employment for Good Reason as by written notice by Executive to Company that Executive is terminating Executive’s employment for Good Reason, which termination shall be effective pursuant to the process set forth hereinbelow; provided that if Company has cured the circumstances giving rise to Good Reason then such termination shall not be effective. For purposes of this Agreement, “Good Reason” for purposes of this Agreement shall mean the occurrence of any of the following events without the Executive’s consentmean: (iA) any a material reduction in the Executive’s then current Base Salary; (ii) the assignment to the Executive of any duties inconsistent with her status as Chief Financial Officer of the Company, her removal from the position of Chief Financial Officer of the Company, or a material diminution in the Executive’s duties, title, or reporting relationship; (iii) the relocation of the Executive’s work location to a location that is more than thirty (30) miles from the Executive’s then-current principal work location, provided, however, that travel during Base Salary (except for an across the ordinary course of board salary reduction based on the Company’s financial performance similarly affecting all or substantially all senior management employees of the Company); (B) a material diminution in Executive’s authority, duties will not constitute Good Reasonor responsibilities; and/or (ivC) a material change in the geographic location at which the Executive provides services to the Company ceasing to provideoutside of Pennsylvania, in Connecticut or a fifty (50) mile radius from the aggregate, substantially the same employee benefits then-current location; or (D) any action or inaction by Company that are set forth in Section 5(a) of this Agreement or constitutes a material breach by the Company of any other provision of this Agreement; provided thatthat “Good Reason” shall not be deemed to have occurred unless: (1) Executive notifies the Company in writing of the first occurrence of the Good Reason condition within thirty (30) days of such ground first occurring; (2) Executive cooperates in good faith with the Company’s efforts to cure such ground for a period of thirty (30) days from the date of such written notice (the “Good Reason Cure Period”); and (3) notwithstanding such efforts, in each caseif the Good Reason condition exists, (A) Executive terminates Executive’s employment within sixty (60) days following conclusion of the first occurrence of such event, the Executive must give written notice to the Board stating in reasonable detail the actions or omissions purported to constitute Good Reason, (B) such event is not corrected within thirty (30) days after receiving the Executive’s written notice (the “Cure Period”), and (C) the Executive terminates the Executive’s employment within thirty (30) days following the end of the Reason Cure Period. In 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 the termination by the Executive for Good Reason pursuant to this Section 8(e), the Company shall pay to the not disqualify Executive all Accrued Benefits through the date from asserting Good Reason for any subsequent occurrence of such termination, and Severance BenefitsGood Reason.

For Good Reason. By The Employee may terminate this Agreement without any prior written notice to the Executive Company if the termination is “for Good Reason as set forth herein. “Good Reasongood reason.” for For purposes of this Agreement “for good reason” shall mean the occurrence of any of the following events without the Executive’s consent: be defined as (i) any material reduction in the Executive’s then current Base Salary; (ii) the assignment to the Executive of any duties inconsistent with her status as Chief Financial Officer of the Company, her removal from the position of Chief Financial Officer of the Company, or a material diminution in the Executive’s duties, title, or reporting relationship; (iii) the relocation of the Executive’s work location to a location that is more than thirty (30) miles from the Executive’s then-current principal work location, provided, however, that travel during the ordinary course of performance of the Executive’s duties will not constitute Good Reason; and/or (iv) the Company ceasing to provide, in the aggregate, substantially the same employee benefits that are set forth in Section 5(a) of this Agreement or a material breach by the Company of this Agreement; (ii) the Company’s relocation of the office where Employee performs [his/her] duties by twenty-five (25) or more miles; (iii) assignment to the Employee of any duties, authority or responsibilities that are materially inconsistent with the Employee’s position, authority, duties or responsibilities, or any other provision Company action that results in the material diminution in such position, authorities, duties or responsibilities; (iv) substantial change in organizational reporting relationships as compared to the Effective Date that will materially impact Employee’s title, status, position, authority, duties or responsibilities reporting requirements; and (v) any other purported termination of the Employee other than under the terms of this Agreement; provided thatprovided, that the occurrence of any event described in this sentence may only constitute termination “for good reason” if (a) the Employee gives the Company written notice of his intention to terminate [his/her] employment “for good reason” and, in each casereasonable detail, (A) of the event constituting grounds for such termination within sixty (60) days of the first occurrence of such event, and (b) the Executive must give written notice to relevant circumstances or conditions are not remedied by the Board stating in reasonable detail the actions or omissions purported to constitute Good Reason, (B) such event is not corrected Company within thirty (30) days after receiving receipt by the Executive’s Company of such written notice (from the “Cure Period”), and (C) the Executive terminates the Executive’s employment within thirty (30) days following the end of the Cure Period. In the event of the termination by the Executive for Good Reason pursuant to this Section 8(e), the Company shall pay to the Executive all Accrued Benefits through the date of such termination, and Severance BenefitsEmployee.

For Good Reason. By the The Executive may terminate his employment hereunder for Good Reason as set forth hereinReason. For purposes of this Amended Agreement, “Good Reason” for purposes of this Agreement shall mean the occurrence of any of the following events without the Executive’s consentmean: (i) any a material breach of this Amended Agreement by the Company (including the Company’s withholding or failure to pay compensation when due to the Executive); (ii) relocation of the Company’s headquarters or the location where the Executive works, to a location outside of Greenwood Village, Colorado; (iii) a material reduction in the Executive’s then current Base Salary; (ii) titles, duties, authority, or responsibilities, or the assignment to the Executive of any duties materially inconsistent with her status as Chief Financial Officer the Executive’s position, authority, duties, or responsibilities without the written consent of the Company, her removal from the position of Chief Financial Officer of the Company, or Executive; (iv) a material diminution reduction in the Executive’s dutiesannual Base Salary or Annual Bonus opportunity or other compensation, titleas currently in effect or as may be increased from time to time, including, but not limited to, elimination or reporting relationship; (iii) the relocation of reduction in the Executive’s work location to a location that is more participation in the Incentive Plan for reasons other than thirty those specified in such plan; (30v) miles from the Executive’s then-current principal work location, provided, however, that travel during the ordinary course of performance failure of the Executive’s duties will not constitute Good ReasonCompany to nominate the Executive for election as a member of the Board; and/or (ivvi) the Company ceasing failure of the Company’s stockholders to provide, in elect the aggregate, substantially Executive as a member of the same employee benefits that are Board; (vii) the removal of the Executive as a member of the Board by the Company’s stockholders; or (viii) the failure of the Board to elect the Executive as its Chairman; as each such term is defined herein. With respect to the acts or omissions set forth in Section 5(a) of this Agreement or a material breach by the Company of any other provision of this Agreement; provided that, in each casesubsection 4(e), (A) within sixty (60) days of the first occurrence of such event, the Executive must give written notice to shall provide the Board stating with a Notice of Termination (as defined in reasonable Section 5 below) specifying in detail the actions or omissions purported to constitute basis for the termination of employment for Good ReasonReason and the provision(s) under this Amended Agreement on which such termination is based, (B) such event is not corrected within the Company shall have thirty (30) days after receiving to cure the Executive’s written matters specified in the notice (the “Cure Period”)delivered, and (C) if uncured, the Executive terminates must terminate his employment with the Executive’s employment Company within thirty ninety (3090) days following after the end initial existence of the Cure Period. In the event of the circumstances constituting Good Reason in order for such termination by the Executive to be considered to be for Good Reason pursuant to this Section 8(e), the Company shall pay to the Executive all Accrued Benefits through the date of such termination, and Severance BenefitsReason.