Common use of Voluntary Termination for Good Reason Clause in Contracts

Voluntary Termination for Good Reason. “Voluntary Termination for Good Reason” shall mean the Employee voluntarily resigns after the occurrence of any of the following (i) without the Employee’s express written consent, a material reduction of the Employee’s duties, title, authority or responsibilities, relative to the Employee’s duties, title, authority or responsibilities as in effect immediately prior to such reduction, or the assignment to Employee of such reduced duties, title, authority or responsibilities; provided, however, that a reduction in duties, title, authority or responsibilities solely by virtue of the Company being acquired and made part of a larger entity (as, for example, when the Senior Vice-President of a business unit of the Company remains as such following a Change of Control) shall not by itself constitute grounds for a “Voluntary Termination for Good Reason;” (ii) without the Employee’s express written consent, a material reduction, without good business reasons, of the facilities and perquisites (including office space and location) available to the Employee immediately prior to such reduction; (iii) a reduction by the Company in the base salary of the Employee as in effect immediately prior to such reduction; (iv) a material reduction by the Company in the aggregate level of employee benefits, including bonuses, to which the Employee was entitled immediately prior to such reduction with the result that the Employee’s aggregate benefits package is materially reduced (other than a reduction that generally applies to Company employees); (v) the relocation of the Employee to a facility or a location more than thirty-five (35) miles from the Employee’s then present location, without the Employee’s express written consent; (vi) the failure of the Company to obtain the assumption of this agreement by any successors contemplated in Section 7(a) below; or (vii) any act or set of facts or circumstances which would, under California case law or statute constitute a constructive termination of the Employee.

Voluntary Termination for Good Reason. “Voluntary Termination for Good Reason” " shall mean the Employee voluntarily resigns after the occurrence of any of the following (i) without the Employee’s 's express written consent, a material reduction of the Employee’s 's duties, title, authority or responsibilities, relative to the Employee’s 's duties, title, authority or responsibilities as in effect immediately prior to such reduction, or the assignment to Employee of such reduced duties, title, authority or responsibilities; provided, however, that a reduction in duties, title, authority or responsibilities solely by virtue of the Company being acquired and made part of a larger entity (as, for example, when the Senior Vice-President of a business unit of the Company remains as such following a Change of Control) shall not by itself constitute grounds for a “"Voluntary Termination for Good Reason;” " (ii) without the Employee’s 's express written consent, a material reduction, without good business reasons, of the facilities and perquisites (including office space and location) available to the Employee immediately prior to such reduction; (iii) a reduction by the Company in the base salary of the Employee as in effect immediately prior to such reduction; (iv) a material reduction by the Company in the aggregate level of employee benefits, including bonuses, to which the Employee was entitled immediately prior to such reduction with the result that the Employee’s 's aggregate benefits package is materially reduced (other than a reduction that generally applies to Company employees); or (v) the relocation of the Employee to a facility or a location more than thirty-five (35) miles from the Employee’s then present location, without the Employee’s express written consent; (vi) the failure of the Company to obtain the assumption of this agreement by any successors contemplated in Section 7(a) below; or (vii) any act or set of facts or circumstances which would, under California case law or statute constitute a constructive termination of the Employee.

Voluntary Termination for Good Reason. “Voluntary Termination for Good Reason” shall mean the Employee voluntarily resigns after the occurrence of any of the following (i) without the Employee’s express written consent, a material reduction of the Employee’s duties, title, authority or responsibilities, relative to the Employee’s duties, title, authority or responsibilities as in effect immediately prior to such reduction, or the assignment to Employee of such reduced duties, title, authority or responsibilities; provided, however, that a reduction in duties, title, authority or responsibilities solely by virtue of the Company being acquired and made part of a larger entity (as, for example, when the Senior Vice-President of a business unit of the Company remains as such following a Change of Control) shall not by itself constitute grounds for a “Voluntary Termination for Good Reason;” (ii) without the Employee’s express written consent, a material reduction, without good business reasons, of the facilities and perquisites (including office space and location) available to the Employee immediately prior to such reduction; (iii) a reduction by the Company in the base salary of the Employee as in effect immediately prior to such reduction; (iv) a material reduction by the Company in the aggregate level of employee benefits, including bonuses, to which the Employee was entitled immediately prior to such reduction with the result that the Employee’s aggregate benefits package is materially reduced (other than a reduction that generally applies to Company employees); (v) the relocation of the Employee to a facility or a location more than thirty-five (35) miles miles, from the Employee’s then present location, without the Employee’s express written consent; (vi) the failure of the Company to obtain the assumption of this agreement by any successors contemplated in Section 7(a) below; or (vii) any act or set of facts or circumstances which would, under California case law or statute constitute a constructive termination of the Employee.

Voluntary Termination for Good Reason. “Voluntary Termination for Good Reason” shall mean the Employee voluntarily resigns after the occurrence of any of the following following: (i) without the Employee’s express written consent, a material reduction of the Employee’s duties, title, authority or responsibilities, relative to the Employee’s duties, title, authority or responsibilities as in effect immediately prior to such reduction, or the assignment to Employee of such reduced duties, title, authority or responsibilities; provided, however, that a reduction in duties, title, authority or responsibilities solely by virtue of the Company being acquired and made part consummation of a larger entity Change of Control (as, for example, when the Senior Company’s Executive Vice-President of a business unit of the Company and Chief Financial Officer remains as such following a Change of Control) shall not by itself constitute grounds for a “Voluntary Termination for Good Reason;” (ii) without the Employee’s express written consent, a material reduction, without good business reasons, reduction of the facilities and perquisites (including office space and location) available to the Employee immediately prior to such reduction, other than a reduction generally applicable to all senior management of the Company; (iii) a reduction by the Company in the base salary of the Employee as in effect immediately prior to such reduction, other than a reduction generally applicable to all senior management of the Company; (iv) a material reduction by the Company in the aggregate level of employee benefits, including bonuses, to which the Employee was entitled immediately prior to such reduction with the result that the Employee’s aggregate benefits package is materially reduced (reduced, other than a reduction that generally applies to Company employees); (v) the relocation of the Employee to a facility or a location more than thirty-five (35) miles from the Employee’s then present locationwork location immediately prior to the relocation, without the Employee’s express written consent; or (vi) the failure of the Company to obtain the assumption of this agreement by any successors contemplated in Section 7(a) below; or (vii) any act or set of facts or circumstances which would, under California Massachusetts case law or statute statute, constitute a constructive termination of the Employee.

Voluntary Termination for Good Reason. “Voluntary Termination for Good Reason” shall mean the Employee Executive voluntarily resigns after the occurrence of any of the following (i) without the EmployeeExecutive’s express written consent, a material reduction of the EmployeeExecutive’s duties, title, authority or responsibilities, relative to the EmployeeExecutive’s duties, title, authority or responsibilities as in effect immediately prior to such reduction, or the assignment to Employee the Executive of such reduced duties, title, authority or responsibilities; provided, however, that a reduction in duties, title, authority or responsibilities solely by virtue of the Company being acquired and made part of a larger entity (as, for example, when the Senior Vice-President of a business unit of the Company remains as such following a Change of Control) shall not by itself constitute grounds for a “Voluntary Termination for Good Reason;” ”; (ii) without the EmployeeExecutive’s express written consent, a material reduction, without good business reasons, of the facilities and or perquisites (including office space and location) available to the Employee Executive immediately prior to such reduction; (iii) a material reduction by the Company in the base salary of the Employee Executive as in effect immediately prior to such reduction; (iv) a material reduction by the Company in the aggregate level of employee benefits, including bonuses, to which the Employee Executive was entitled immediately prior to such reduction with the result that the EmployeeExecutive’s aggregate benefits package is materially reduced (other than a reduction that generally applies to Company employees); (v) the relocation of the Employee Executive to a facility or a location more than thirty-five (35) miles from the Employee’s then present locationoutside Santa Xxxxx, Alameda or San Mateo counties, without the EmployeeExecutive’s express written consent; or (vi) the failure of the Company to obtain the assumption of this agreement by any successors contemplated in Section 7(a6(a) below; or (vii) . In addition, upon any act or set of facts or circumstances which would, under California case law or statute constitute a constructive such voluntary termination the Executive must provide notice to the Company of the Employeeexistence of the one or more of the above conditions within ninety (90) days of its initial existence and the Company must be provided at least thirty (30) days to remedy the condition.

Voluntary Termination for Good Reason. “Voluntary Termination ------------------------------------- for Good Reason” " shall mean the Employee voluntarily resigns after the occurrence of any of the following (i) without the Employee’s 's express written consent, a material reduction of the Employee’s 's duties, title, authority or responsibilities, relative to the Employee’s 's duties, title, authority or responsibilities as in effect immediately prior to such reduction, or the assignment to Employee of such reduced duties, title, authority or responsibilities; provided, however, that a reduction in duties, title, authority or responsibilities solely by virtue of the Company being acquired and made part of a larger entity (as, for example, when the Senior Vicesenior vice-President president of a business unit of the Company remains as such following a Change of Control) shall not by itself constitute grounds for a “"Voluntary Termination for Good Reason;” " (ii) without the Employee’s 's express written consent, a material reduction, without good business reasons, of the facilities and perquisites (including office space and location) available to the Employee immediately prior to such reduction; (iii) a reduction by the Company in the base salary of the Employee as in effect immediately prior to such reduction; (iv) a material reduction by the Company in the aggregate level of employee benefits, including bonuses, to which the Employee was entitled immediately prior to such reduction with the result that the Employee’s 's aggregate benefits package is materially reduced (other than a reduction that generally applies to Company employees); (v) the relocation of the Employee to a facility or a location more than thirty-thirty- five (35) miles from the Employee’s 's then present location, without the Employee’s 's express written consent; (vi) the failure of the Company to obtain the assumption of this agreement by any successors contemplated in Section 7(a) below; or (vii) any act or set of facts or circumstances which would, under California case law or statute constitute a constructive termination of the Employee.

Voluntary Termination for Good Reason. “Voluntary Termination for Good Reason” shall mean the Employee voluntarily resigns after the occurrence of any of the following following: (i) without the Employee’s express written consent, a material reduction reduc­tion of the Employee’s duties, title, authority or responsibilities, relative to the Employee’s duties, title, authority or responsibilities as in effect immediately prior to such reduction, or the assignment to Employee of such reduced duties, title, authority or responsibilities; provided, however, that a reduction in duties, title, authority or responsibilities solely by virtue of the Company being acquired and made part consummation of a larger entity Change of Control or Disposition (as, for example, when the Company’s Senior Vice-President of a business unit of the Company Marketing remains as such following a Change of ControlControl or Disposition) shall not by itself constitute grounds for a “Voluntary Termination for Good Reason;” (ii) without the Employee’s express written consent, a material reduction, without good business reasons, reduction of the facilities and perquisites (including office space and locationloca­tion) available to the Employee immediately prior to such reductionreduc­tion, other than a reduction generally applicable to all senior management of the Company; (iii) a reduction by the Company in the base salary of the Employee as in effect immediately prior to such reduction; (iv) a material reduction by the Company in the aggregate level of employee benefits, including bonuses, to which the Employee was entitled immediately prior to such reduction with the result that the Employee’s aggregate benefits package is materially reduced (other than a reduction that generally applies to Company employees); (v) the relocation of the Employee to a facility facil­ity or a location more than thirty-five (35) miles from the Employee’s then present location, without the Employee’s express written consent; or (vi) the failure of the Company to obtain the assumption of this agreement by any successors contemplated in Section 7(a) below; or (vii) any act or set of facts or circumstances which would, under California case law or statute constitute a constructive termination of the Employee.

Voluntary Termination for Good Reason. “Voluntary Termination for Good Reason” shall mean the Employee voluntarily resigns after the occurrence of any of the following following: (i) without the Employee’s express written consent, a material reduction reduc­tion of the Employee’s duties, title, authority or responsibilities, relative to the Employee’s duties, title, authority or responsibilities as in effect immediately prior to such reduction, or the assignment to Employee of such reduced duties, title, authority or responsibilities; provided, however, that a reduction in duties, title, authority or responsibilities solely by virtue of the Company being acquired and made part consummation of a larger entity Change of Control or Disposition (as, for example, when the Company’s Senior Vice-President of a business unit of the Company Marketing remains as such following a Change of ControlControl or Disposition) shall not by itself constitute grounds for a “Voluntary Termination for Good Reason;” (ii) without the Employee’s express written consent, a material reduction, without good business reasons, reduction of the facilities and perquisites (including office space and location) available to the Employee immediately prior to such reductionreduc­tion, other than a reduction generally applicable to all senior management of the Company; (iii) a reduction by the Company in the base salary of the Employee as in effect immediately prior to such reduction; (iv) a material reduction by the Company in the aggregate level of employee benefits, including bonuses, to which the Employee was entitled immediately prior to such reduction with the result that the Employee’s aggregate benefits package is materially reduced (other than a reduction that generally applies to Company employees); (v) the relocation of the Employee to a facility facil­ity or a location more than thirty-five (35) miles from the Employee’s then present location, without the Employee’s express written consent; or (vi) the failure of the Company to obtain the assumption of this agreement by any successors contemplated in Section 7(a) below; or (vii) any act or set of facts or circumstances which would, under California case law or statute constitute a constructive termination of the Employee.

Voluntary Termination for Good Reason. “Voluntary Termination for Good Reason” " shall mean the Employee voluntarily resigns after the occurrence of any of the following (i) without the Employee’s 's express written consent, a material reduction of the Employee’s 's duties, title, authority or responsibilities, relative to the Employee’s 's duties, title, authority or responsibilities as in effect immediately prior to such reduction, or the assignment to Employee of such reduced duties, title, authority or responsibilities; provided, however, that a reduction in duties, title, authority or responsibilities solely by virtue of the Company being acquired and made part of a larger entity (as, for example, when the Senior Vicesenior vice-President president of a business unit of the Company remains as such following a Change of Control) shall not by itself constitute grounds for a “Voluntary Termination for Good Reason;” ; (ii) without the Employee’s 's express written consent, a material reduction, without good business reasons, of the facilities and perquisites (including office space and location) available to the Employee immediately prior to such reduction; (iii) a reduction by the Company in the base salary of the Employee as in effect immediately prior to such reduction; (iv) a material reduction by the Company in the aggregate level of employee benefits, including bonuses, to which the Employee was entitled immediately prior to such reduction with the result that the Employee’s 's aggregate benefits package is materially reduced (other than a reduction that generally applies to Company employees); (v) the relocation of the Employee to a facility or a location more than thirty-five (35) miles from the Employee’s 's then present location, without the Employee’s 's express written consent; (vi) the failure of the Company to obtain the assumption of this agreement by any successors contemplated in Section 7(a) below; or (vii) any act or set of facts or circumstances which would, under California case law or statute constitute a constructive termination of the Employee.

Voluntary Termination for Good Reason. “Voluntary Termination for Good Reason” shall mean the Employee voluntarily resigns after the occurrence of any of the following (i) without the Employee’s express written consent, a material reduction of the Employee’s duties, title, authority or responsibilities, relative to the Employee’s duties, title, authority or responsibilities as in effect immediately prior to such reduction, or the assignment to Employee of such reduced duties, title, authority or responsibilities; provided, however, that a reduction in duties, title, authority or responsibilities solely by virtue of the Company being acquired and made part of a larger entity (as, for example, when the Senior Vice-President of a business unit of the Company remains as such following a Change of Control) shall not by itself constitute grounds for a “Voluntary Termination for Good Reason;” (ii) without the Employee’s express written consent, a material reduction, without good business reasons, of the facilities and perquisites (including office space and location) available to the Employee immediately prior to such reduction; (iii) a reduction by the Company in the base salary of the Employee as in effect immediately prior to such reduction; (iv) a material reduction by the Company in the aggregate level of employee benefits, including bonuses, to which the Employee was entitled immediately prior to such reduction with the result that the Employee’s aggregate benefits package is materially reduced (other than a reduction that generally applies to Company employees); (v) the relocation of the Employee to a facility or a location more than thirty-five (35) miles from the Employee’s then present location, without the Employee’s express written consent; (vi) the failure of the Company to obtain the assumption of this agreement by any successors contemplated in Section 7(a8(a) below; or (vii) any act or set of facts or circumstances which would, under California case law or statute constitute a constructive termination of the Employee.

Voluntary Termination for Good Reason. “Voluntary Termination for Good Reason” shall mean the Employee voluntarily resigns after the occurrence of any of the following following: (i) without the Employee’s express written consent, a material reduction of the Employee’s duties, title, authority or responsibilities, relative to the Employee’s duties, title, authority or responsibilities as in effect immediately prior to such reduction, or the assignment to Employee of such reduced duties, title, authority or responsibilities; provided, however, that a reduction in duties, title, authority or responsibilities solely by virtue of the Company being acquired and made part consummation of a larger entity Change of Control (as, for example, when the Senior Vice-President of a business unit of the Company Company’s [Insert Job Title] remains as such following a Change of Control) shall not by itself constitute grounds for a “Voluntary Termination for Good Reason;” (ii) without the Employee’s express written consent, a material reduction, without good business reasons, reduction of the facilities and perquisites (including office space and location) available to the Employee immediately prior to such reduction, other than a reduction generally applicable to all senior management of the Company; (iii) a reduction by the Company in the base salary of the Employee as in effect immediately prior to such reduction; (iv) a material reduction by the Company in the aggregate level of employee benefits, including bonuses, to which the Employee was entitled immediately prior to such reduction with the result that the Employee’s aggregate benefits package is materially reduced (other than a reduction that generally applies to Company employees); (v) the relocation of the Employee to a facility or a location more than thirty-five (35) miles from the Employee’s then present location, without the Employee’s express written consent; or (vi) the failure of the Company to obtain the assumption of this agreement by any successors contemplated in Section 7(a) below; or (vii) any act or set of facts or circumstances which would, under California case law or statute constitute a constructive termination of the Employee.

Voluntary Termination for Good Reason. “Voluntary ------------------------------------- Termination for Good Reason” " shall mean the Employee voluntarily resigns after the occurrence of any of the following (i) without the Employee’s 's express written consent, a material reduction of the Employee’s 's duties, title, authority or responsibilities, relative to the Employee’s 's duties, title, authority or responsibilities as in effect immediately prior to such reduction, or the assignment to Employee of such reduced duties, title, authority or responsibilities; provided, however, that a reduction in duties, title, authority or responsibilities solely by virtue of the Company being acquired and made part of a larger entity (as, for example, when the Senior Vice-President of a business unit of the Company remains as such following a Change of Control) shall not by itself constitute grounds for a “"Voluntary Termination for Good Reason;” " (ii) without the Employee’s 's express written consent, a material reduction, without good business reasons, of the facilities and perquisites (including office space and location) available to the Employee immediately prior to such reduction; (iii) a reduction by the Company in the base salary of the Employee as in effect immediately prior to such reduction; (iv) a material reduction by the Company in the aggregate level of employee benefits, including bonuses, to which the Employee was entitled immediately prior to such reduction with the result that the Employee’s 's aggregate benefits package is materially reduced (other than a reduction that generally applies to Company employees); (v) the relocation of the Employee to a facility or a location more than thirty-five (35) miles from the Employee’s 's then present location, without the Employee’s 's express written consent; (vi) the failure of the Company to obtain the assumption of this agreement by any successors contemplated in Section 7(a) below; or (vii) any act or set of facts or circumstances which would, under California case law or statute constitute a constructive termination of the Employee.

Voluntary Termination for Good Reason. “Voluntary Termination for Good Reason” shall mean the Employee Executive voluntarily resigns after the occurrence of any of the following (i) without the EmployeeExecutive’s express written consent, a material reduction of the EmployeeExecutive’s duties, title, authority or responsibilities, relative to the EmployeeExecutive’s duties, title, authority or responsibilities as in effect immediately prior to such reduction, or the assignment to Employee the Executive of such reduced duties, title, authority or responsibilities; provided, however, that a reduction in duties, title, authority or responsibilities solely by virtue of the Company being acquired and made part of a larger entity (as, for example, when the Senior Vice-President of a business unit of the Company remains as such following a Change of Control) shall not by itself constitute grounds for a “Voluntary Termination for Good Reason;” ”; (ii) without the EmployeeExecutive’s express written consent, a material reduction, without good business reasons, of the facilities and or perquisites (including office space and location) available to the Employee Executive immediately prior to such reduction; (iii) a reduction by the Company in the base salary of the Employee Executive as in effect immediately prior to such reduction; (iv) a material reduction by the Company in the aggregate level of employee benefits, including bonuses, to which the Employee Executive was entitled immediately prior to such reduction with the result that the EmployeeExecutive’s aggregate benefits package is materially reduced (other than a reduction that generally applies to Company employees); (v) the relocation of the Employee Executive to a facility or a location more than thirty-five (35) 60 miles from [a specified location depending on the Employee’s then present locationExecutive], without the EmployeeExecutive’s express written consent; (vi) the failure of the Company to obtain the assumption of this agreement by any successors contemplated in Section 7(a6(a) below; or (vii) any act or set of facts or circumstances which would, under California case law or statute statute, constitute a constructive termination of the EmployeeExecutive.

Voluntary Termination for Good Reason. “Voluntary Termination for Good Reason” shall mean the Employee Executive voluntarily resigns after the occurrence of any of the following (i) without the EmployeeExecutive’s express written consent, a material reduction of the EmployeeExecutive’s duties, title, authority or responsibilities, relative to the EmployeeExecutive’s duties, title, authority or responsibilities as in effect immediately prior to such reduction, or the assignment to Employee the Executive of such reduced duties, title, authority or responsibilities; provided, however, that a reduction in duties, title, authority or responsibilities solely by virtue of the Company being acquired and made part of a larger entity (as, for example, when the Senior Vice-President of a business unit of the Company remains as such following a Change of Control) shall not by itself constitute grounds for a “Voluntary Termination for Good Reason;” ”; (ii) without the EmployeeExecutive’s express written consent, a material reduction, without good business reasons, of the facilities and or perquisites (including office space and location) available to the Employee Executive immediately prior to such reduction; (iii) a reduction by the Company in the base salary of the Employee Executive as in effect immediately prior to such reduction; (iv) a material reduction by the Company in the aggregate level of employee benefits, including bonuses, to which the Employee Executive was entitled immediately prior to such reduction with the result that the EmployeeExecutive’s aggregate benefits package is materially reduced (other than a reduction that generally applies to Company employees); (v) the relocation of the Employee Executive to a facility or a location more than thirty-five (35) 60 miles from the EmployeeExecutive’s then present location, without the EmployeeExecutive’s express written consent; (vi) the failure of the Company to obtain the assumption of this agreement by any successors contemplated in Section 7(a6(a) below; or (vii) any act or set of facts or circumstances which would, under California case law or statute statute, constitute a constructive termination of the EmployeeExecutive.

Voluntary Termination for Good Reason. “Voluntary Termination for Good Reason” " shall mean the Employee voluntarily resigns after the occurrence of any of the following (i) without the Employee’s 's express written consent, a material reduction of the Employee’s 's duties, title, authority or responsibilities, relative to the Employee’s 's duties, title, authority or responsibilities as in effect immediately prior to such reduction, or the assignment to Employee of such reduced duties, title, authority or responsibilities; provided, however, that a reduction in duties, title, authority or responsibilities solely by virtue of the Company being acquired and made part of a larger entity (as, for example, when the Senior Vice-President of a business unit of the Company remains as such following a Change of Control) shall not by itself constitute grounds for a “"Voluntary Termination for Good Reason;” " (ii) without the Employee’s 's express written consent, a material reduction, without good business reasons, of the facilities and perquisites (including office space and location) available to the Employee immediately prior to such reduction; (iii) a reduction by the Company in the base salary of the Employee as in effect immediately prior to such reduction; (iv) a material reduction by the Company in the aggregate level of employee benefits, including bonuses, to which the Employee was entitled immediately prior to such reduction with the result that the Employee’s 's aggregate benefits package is materially reduced (other than a reduction that generally applies to Company employees); (v) the relocation of the Employee to a facility or a location more than thirty-five (35) miles from the Employee’s 's then present location, without the Employee’s 's express written consent; (vi) the failure of the Company to obtain the assumption of this agreement by any successors contemplated in Section 7(a) below; or (vii) any act or set of facts or circumstances which would, under California case law or statute constitute a constructive termination of the Employee.

Voluntary Termination for Good Reason. “Voluntary Termination for Good Reason” shall mean the Employee voluntarily resigns after the occurrence of any of the following (i) without the Employee’s express written consent, consent (i) a material reduction of the Employee’s duties, title, authority or responsibilities, relative to the Employee’s duties, title, authority or responsibilities as in effect immediately prior to such reduction, or the assignment to Employee of such reduced duties, title, authority or responsibilities; provided, however, that a reduction in duties, title, authority or responsibilities solely by virtue of the Company being acquired and made part of a larger entity (as, for example, when the Senior Vice-President of a business unit of the Company remains as such following a Change of Control) shall not by itself constitute grounds for a “Voluntary Termination for Good Reason;” (ii) without the Employee’s express written consent, a material reduction, without good business reasons, of the facilities and perquisites (including office space and location) available to the Employee immediately prior to such reduction; (iii) a reduction by the Company in the base salary of the Employee as in effect immediately prior to such reduction; (iv) a material reduction by the Company in the aggregate level of employee benefits, including bonuses, to which the Employee was entitled immediately prior to such reduction with the result that the Employee’s aggregate benefits package is materially reduced (other than a reduction that generally applies to Company employees); (v) the relocation of the Employee to a facility or a working location more than thirty-five (35) miles from the Employee’s then present location, without the Employee’s express written consentfacility or working location at such time; (vi) the failure of the Company to obtain the assumption of this agreement by any successors contemplated in Section 7(a) below; (vii) the requirement by the Company or any successor to the Company that the Employee devote more than fifty percent of his time to the Company’s (or its successor’s) business; (viii) the breach by the Company of this Agreement, the Employee’s Offer Letter or Severance Agreement; or (viiix) any act or set of facts or circumstances which would, under California case law or statute constitute a constructive termination of the Employee.

Voluntary Termination for Good Reason. “Voluntary Termination for ------------------------------------- Good Reason” " shall mean the Employee Executive voluntarily resigns after the occurrence of any of the following (i) without the Employee’s Executive's express written consent, a material reduction of the Employee’s Executive's duties, title, authority or responsibilities, relative to the Employee’s Executive's duties, title, authority or responsibilities as in effect immediately prior to such reduction, or the assignment to Employee Executive of such reduced duties, title, authority or responsibilities; provided, however, that a reduction in duties, title, authority or responsibilities solely by virtue of the Company being acquired and made part of a larger entity (as, for example, when the Senior Vicesenior vice-President president of a business unit of the Company remains as such following a Change of Control) shall not by itself constitute grounds for a “"Voluntary Termination for Good Reason;” " (ii) without the Employee’s Executive's express written consent, a material reduction, without good business reasons, of the facilities and perquisites (including office space and location) available to the Employee Executive immediately prior to such reduction; (iii) a reduction by the Company in the base salary of the Employee Executive as in effect immediately prior to such reduction; (iv) a material reduction by the Company in the aggregate level of employee benefits, including bonuses, to which the Employee Executive was entitled immediately prior to such reduction with the result that the Employee’s Executive's aggregate benefits package is materially reduced (other than a reduction that generally applies to Company employees); (v) the relocation of the Employee Executive to a facility or a location more than thirty-five (35) miles from the Employee’s Executive's then present location, without the Employee’s Executive's express written consent; (vi) the failure of the Company to obtain the assumption of this agreement by any successors contemplated in Section 7(a6(a) below; or (vii) any act or set of facts or circumstances which would, under California case law or statute constitute a constructive termination of the EmployeeExecutive.

Voluntary Termination for Good Reason. “Voluntary Termination for Good Reason” " shall mean the Employee voluntarily resigns after the occurrence of any of the following (i1) without the Employee’s 's express written consent, a material reduction of the Employee’s 's duties, title, authority or responsibilities, relative to the Employee’s 's duties, title, authority or responsibilities as in effect immediately prior to such reduction, or the assignment to Employee of such reduced duties, title, authority or responsibilities; provided, however, that a reduction in duties, title, authority or responsibilities solely by virtue of the Company Parent being acquired and made part of a larger entity (as, for example, when the Senior Vice-President of a business unit of the Company Parent remains as such following a Change of Control) shall not by itself constitute grounds for a “"Voluntary Termination for Good Reason;” " (ii2) without the Employee’s 's express written consent, a material reduction, without good business reasons, of the facilities and perquisites (including office space and location) available to the Employee immediately prior to such reduction; (iii3) a reduction by the Company Parent in the base salary of the Employee as in effect immediately prior to such reduction; (iv4) a material reduction by the Company Parent in the aggregate level of employee benefits, including bonuses, to which the Employee was entitled immediately prior to such reduction with the result that the Employee’s 's aggregate benefits package is materially reduced (other than a reduction that generally applies to Company employeesParent Employees); (v5) the relocation of the Employee to a facility or a location more than thirty-five (35) miles from the Employee’s 's then present location, without the Employee’s 's express written consent; (vi6) the failure of the Company Parent to obtain the assumption of this agreement by any successors contemplated in Section 7(a) 11 below; or (vii7) any act or set of facts or circumstances which would, under California Illinois case law or statute constitute a constructive termination of the Employee.

Voluntary Termination for Good Reason. “Voluntary Termination ------------------------------------- for Good Reason” " shall mean the Employee Executive voluntarily resigns after the occurrence of any of the following (i) without the Employee’s Executive's express written consent, a material reduction of the Employee’s Executive's duties, title, authority or responsibilities, relative to the Employee’s Executive's duties, title, authority or responsibilities as in effect immediately prior to such reduction, or the assignment to Employee Executive of such reduced duties, title, authority or responsibilities; provided, however, that a reduction in duties, title, authority or responsibilities solely by virtue of the Company being acquired and made part of a larger entity (as, for example, when the Senior Vice-President of a business unit of the Company remains as such following a Change of Control) shall not by itself constitute grounds for a “"Voluntary Termination for Good Reason;” " (ii) without the Employee’s Executive's express written consent, a material reduction, without good business reasons, of the facilities and perquisites (including office space and location) available to the Employee Executive immediately prior to such reduction; (iii) a reduction by the Company in the base salary of the Employee Executive as in effect immediately prior to such reduction; (iv) a material reduction by the Company in the aggregate level of employee Executive benefits, including bonuses, to which the Employee Executive was entitled immediately prior to such reduction with the result that the Employee’s Executive's aggregate benefits package is materially reduced (other than a reduction that generally applies to Company employeesExecutives); (v) the relocation of the Employee Executive to a facility or a location more than thirty-five (35) miles from the Employee’s Executive's then present location, without the Employee’s Executive's express written consent; (vi) the failure of the Company to obtain the assumption of this agreement by any successors contemplated in Section 7(a6(a) below; or (vii) any act or set of facts or circumstances which would, under California case law or statute constitute a constructive termination of the EmployeeExecutive.

Voluntary Termination for Good Reason. “Voluntary Termination for Good Reason” shall mean the Employee voluntarily resigns after the occurrence of any of the following following: (i) without the Employee’s express written consent, a material reduction of the Employee’s duties, title, authority or responsibilities, relative to the Employee’s duties, title, authority or responsibilities as in effect immediately prior to such reduction, or the assignment to Employee of such reduced duties, title, authority or responsibilities; provided, however, that a reduction in duties, title, authority or responsibilities solely by virtue of the Company being acquired and made part consummation of a larger entity Change of Control (as, for example, when the Senior Vice-President of a business unit of the Company Company’s Vice President, Corporate Business Development remains as such following a Change of Control) shall not by itself constitute grounds for a “Voluntary Termination for Good Reason;” (ii) without the Employee’s express written consent, a material reduction, without good business reasons, reduction of the facilities and perquisites (including office space and location) available to the Employee immediately prior to such reduction, other than a reduction generally applicable to all senior management of the Company; (iii) a reduction by the Company in the base salary of the Employee as in effect immediately prior to such reduction; (iv) a material reduction by the Company in the aggregate level of employee benefits, including bonuses, to which the Employee was entitled immediately prior to such reduction with the result that the Employee’s aggregate benefits package is materially reduced (other than a reduction that generally applies to Company employees); (v) the relocation of the Employee to a facility or a location more than thirty-five (35) miles from the Employee’s then present location, without the Employee’s express written consent; or (vi) the failure of the Company to obtain the assumption of this agreement by any successors contemplated in Section 7(a) below; or (vii) any act or set of facts or circumstances which would, under California case law or statute constitute a constructive termination of the Employee.

Voluntary Termination for Good Reason. “Voluntary Termination for Good Reason” shall mean the Employee voluntarily resigns after the occurrence of any of the following following: (i) without the Employee’s express written consent, a material reduction of the Employee’s duties, title, authority or responsibilities, relative to the Employee’s duties, title, authority or responsibilities as in effect immediately prior to such reduction, or the assignment to Employee of such reduced duties, title, authority or responsibilities; provided, however, that a reduction in duties, title, authority or responsibilities solely by virtue of the Company being acquired and made part of a larger entity (as, for example, when the Senior Vicesenior vice-President president of a business unit of the Company remains as such following a Change of Control) shall not by itself constitute grounds for a “Voluntary Termination for Good Reason;” (ii) without the Employee’s express written consent, a material reduction, without good business reasons, of the facilities and perquisites (including office space and location) available to the Employee immediately prior to such reduction; (iii) a reduction by the Company in the base salary of the Employee as in effect immediately prior to such reduction; (iv) a material reduction by the Company in the aggregate level of employee benefits, including bonuses, to which the Employee was entitled immediately prior to such reduction with the result that the Employee’s aggregate benefits package is materially reduced (other than a reduction that generally applies to Company employees); (v) the relocation of the Employee to a facility or a location more than thirty-five (35) miles from the Employee’s then present location, without the Employee’s express written consent; (vi) the failure of the Company to obtain the assumption of this agreement by any successors contemplated in Section 7(a8(a) below; or (vii) any act or set of facts or circumstances which would, under California case law or statute constitute a constructive termination of the Employee.

Voluntary Termination for Good Reason. “Voluntary Termination for Good Reason” shall mean the Employee voluntarily resigns after the occurrence of any of the following following: (i) without the Employee’s express written consent, a material reduction of the Employee’s duties, title, authority or responsibilities, relative to the Employee’s duties, title, authority or responsibilities as in effect immediately prior to such reduction (including a material reduction occurring through a series of immaterial reductions that constitute, in the aggregate, a material reduction, ) or the assignment to Employee of such reduced duties, title, authority or responsibilities; provided, however, that a reduction in duties, title, authority or responsibilities solely by virtue of the Company being acquired and made part of a larger entity (as, for example, when the Senior Vice-President of a business unit of the Company remains as such following a Change of Control) shall not by itself constitute grounds for a “Voluntary Termination for Good Reason;” (ii) without the Employee’s express written consent, a material reduction, without good business reasons, reduction of the facilities and perquisites (including office space and location) available to the Employee immediately prior to such reduction (including a material reduction occurring through a series of immaterial reductions that constitute, in the aggregate, a material reduction), other than a reduction generally applicable to all senior management of the Company; (iii) a reduction by the Company in the base salary of the Employee as in effect immediately prior to such reduction; (iv) a material reduction by the Company in the aggregate level of employee benefits, including bonuses, to which the Employee was entitled immediately prior to such reduction with the result that the Employee’s aggregate benefits package is materially reduced (including a material reduction occurring through a series of immaterial reductions that constitute, in the aggregate, a material reduction) (other than a reduction that generally applies to Company employees); (v) the relocation of the Employee to a facility or a location more than thirty-five fifty (3550) miles from the Employee’s then present location, without the Employee’s express written consent; (vi) provided, however, that Employee’s relocation to the failure of the Company to obtain the assumption of this agreement by any successors contemplated in Section 7(a) belowCompany’s Marlborough, Massachusetts facility shall not constitute grounds for a Voluntary Termination for Good Reason; or (viivi) any act or set of facts or circumstances which would, under California case law or statute would constitute a constructive termination of the EmployeeEmployee under Massachusetts law.