Common use of For Good Reason Clause in Contracts

For Good Reason. The Employee may terminate this Agreement without any prior written notice to the Company if the termination is “for good reason.” For purposes of this Agreement “for good reason” shall be defined as (i) the 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 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, 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 reasonable detail, of the event constituting grounds for such termination within sixty (60) days of the occurrence of such event, and (b) the relevant circumstances or conditions are not remedied by the Company within thirty (30) days after receipt by the Company of such written notice from the Employee.

For Good Reason. The Employee may terminate this Agreement without any prior written notice to By the Company if the termination is Executive for Good Reason as set forth herein. “Good Reason” for good reason.” For purposes of this Agreement “for good reason” shall be defined as 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 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 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 provision of this Agreement; provided, 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” andprovided that, in reasonable detaileach case, of the event constituting grounds for such termination (A) within sixty (60) days of the first occurrence of such event, and the Executive must give written notice to the Board stating in reasonable detail the actions or omissions purported to constitute Good Reason, (bB) the relevant circumstances or conditions are such event is not remedied by the Company corrected within thirty (30) days after receipt 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 written notice from the Employeetermination, and Severance Benefits.

For Good Reason. The Employee Executive may terminate this Agreement without any prior written notice to the Company if the termination is “his employment hereunder for good reason.” Good Reason. For purposes of this Agreement Agreement, “for good reasonGood Reason” shall be defined as mean: (i) the a material breach of this Agreement by the Company of this Agreement(including the Company’s withholding or failure to pay compensation when due to the Executive); (ii) relocation of the Company’s relocation headquarters or the location where the Executive works, to a location outside of the office where Employee performs his duties by twenty-five (25) or more milesGreenwood Village, Colorado; (iii) a material reduction in the Executive’s titles, duties, authority, or responsibilities, or the assignment to the Employee Executive of any duties, authority or responsibilities that are duties materially inconsistent with the EmployeeExecutive’s position, authority, duties or responsibilitiesduties, or any other Company action that results in responsibilities without the material diminution in such position, authorities, duties or responsibilitieswritten consent of the Executive; (iv) substantial change a reduction in organizational reporting relationships the Executive’s annual Base Salary or Annual Bonus opportunity or other compensation, as compared currently in effect or as may be increased from time to time, including, but not limited to, elimination or reduction in the Effective Date that will materially impact EmployeeExecutive’s title, status, position, authority, duties or responsibilities reporting requirementsparticipation in the Incentive Plan for reasons other than those specified in such plan; and (v) any other purported the failure of the Company to nominate the Executive for election as a member of the Board; or (vi) the termination of employment of the Employee other than under the terms Co-Chief Executive Officer of this Agreement; provided, 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 reasonable detail, of the event constituting grounds for such termination within sixty (60) days of the occurrence of such event, and (b) the relevant circumstances or conditions are not remedied by the Company within without Cause or by the other Co-Chief Executive Officer for Good Reason, as each such term is defined herein. With respect to the acts or omissions set forth in this subsection (e), (A) the Executive shall provide the Board with a Notice of Termination (as defined in Section 5 below) specifying in detail the basis for the termination of employment for Good Reason and the provision(s) under this Agreement on which such termination is based, (B) the Company shall have thirty (30) days after receipt by to cure the matters specified in the notice delivered, and (C) if uncured, the Executive must terminate his employment with the Company within ninety (90) days after the initial existence of the circumstances constituting Good Reason in order for such written notice from the Employeetermination to be considered to be for Good Reason.

For Good Reason. The Employee may terminate At the election of the Executive, Executive’s employment and this Agreement without any prior may be terminated for Good Reason upon written notice to the Company if the termination is “for good reason.” Company. For purposes of this Agreement Agreement, and subject to the caveat at the end of this Section, “Good Reason” for good reason” Executive to terminate his employment hereunder shall be defined as mean the occurrence of any of the following events without Executive’s prior written consent: (i) any reduction by the Company of Executive’s Base Salary as initially set forth herein or as the same may be increased from time to time, provided, however, that 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 Reason for Executive to terminate his employment; (ii) a material breach by the Company (or any of its affiliates) of this Agreement; (ii) Agreement or any other written agreement between the Company’s relocation Company or any of the office where Employee performs his duties by twenty-five (25) or more milesits affiliates and Executive; (iii) assignment to the Employee of any a material adverse change in Executive’s duties, authority or responsibilities that are materially inconsistent with the Employee’s positiontitles, authority, duties responsibilities or responsibilitiesreporting 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 Agreement or any other Company action that results in written agreement plan or program between the material diminution in such positionCompany, authorities, duties or responsibilitiesany affiliates and Executive; (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 reduction in Executive’s bonus eligibility. Provided, however, that, any such termination of by the Employee other than under the terms of Executive shall only be deemed for Good Reason pursuant to this Agreement; provided, that the occurrence of any event described in this sentence may only constitute termination “for good reason” if definition if: (a1) the Employee Executive gives the Company written notice of his intention intent to terminate his employment “for good reason” and, in reasonable detail, of the event constituting grounds for Good Reason; which notice shall describe such termination within sixty condition(s); (60) days of the occurrence of such event, and (b2) the relevant circumstances or conditions are not remedied by the Company fails to remedy such condition(s) within thirty (30) days after following receipt by of the Company of such written notice from the Employee“Cure Period”); and (3) Executive voluntarily terminates his employment within thirty (30) days following the end of the Cure Period.

For Good Reason. The Employee You may terminate this Agreement without any prior written notice to the Company if the termination is your employment hereunder for “Good Reason,” which, for good reason.” For purposes of this Agreement “shall mean, without your prior written consent, the occurrence of any of the following events or actions: (1) a material reduction of your Base Salary or Target Bonus, which for good reason” this purpose shall be mean one or more reductions that, individually or in the aggregate, exceed 5% of your highest Base Salary or Target Bonus, as applicable; (2) an actual relocation of your principal office that is more than 50 miles from New York, NY; (3) a diminution in your title, a material diminution of your authority, duties or responsibilities, or the assignment to you of titles, authority, duties 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 you cease to report to the CEO (or, after a Change in Control (as defined as in the 2008 Stock Incentive Plan), the Chief Executive Officer of the Company or its ultimate parent); (i5) a failure of the Company to obtain the assumption in 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 this Agreement; (ii) . In order to invoke a termination for Good Reason, you shall provide written notice to the Company’s relocation Company of the office where Employee performs his duties by twenty-five (25) existence of one 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 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 conditions described in clauses (1) through (7) within 180 days following your knowledge of the terms initial existence of this Agreement; providedsuch condition or conditions (the “Good Reason Notice”), and the Company shall have 30 days following receipt of such Good Reason Notice (the “Cure Period”) during which it may remedy the condition. In the event that the occurrence of any event described in this sentence may only constitute termination “for good reason” Company fails to remedy the condition constituting Good Reason during the applicable Cure Period, you must terminate employment, if (a) at all, within two years following the Employee gives the Company written notice of his intention to terminate his employment “for good reason” and, in reasonable detail, existence of the event constituting grounds condition for which the Good Reason Notice is given in order for such termination within sixty (60) days of the occurrence as a result of such event, and (b) the relevant circumstances or conditions are not remedied by the Company within thirty (30) days after receipt by the Company of such written notice from the Employeecondition to constitute a termination for Good Reason.

For Good Reason. The Employee may terminate this Agreement without any prior written notice to By the Company if the termination is Executive for Good Reason as set forth herein. “Good Reason” for good reason.” For purposes of this Agreement “for good reason” shall be defined as 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 his status as Chief Executive Officer of the Company, his removal from the position of Chief 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 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 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 provision of this Agreement; provided, 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” andprovided that, in reasonable detaileach case, of the event constituting grounds for such termination (A) within sixty (60) days of the first occurrence of such event, and the Executive must give written notice to the Board stating in reasonable detail the actions or omissions purported to constitute Good Reason, (bB) the relevant circumstances or conditions are such event is not remedied by the Company corrected within thirty (30) days after receipt 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 written notice from the Employeetermination, and Severance Benefits.

For Good Reason. The Employee may terminate this Agreement without any prior written notice to the Company if the termination is “for good reason.” For purposes of this Agreement “for good reason” shall be defined as (i) the material breach by the Company of this Agreement; (ii) the Company’s relocation of the office where Employee performs his [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 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, 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 [his/her] employment “for good reason” and, in reasonable detail, of the event constituting grounds for such termination within sixty (60) days of the occurrence of such event, and (b) the relevant circumstances or conditions are not remedied by the Company within thirty (30) days after receipt by the Company of such written notice from the Employee.

For Good Reason. The Employee may terminate Executive shall have the right to resign Executive’s employment under this Agreement for Good Reason. As used in this Agreement, “Good Reason” means any of the following that occur without any prior written notice to the Company if the termination is “for good reason.” For purposes of this Agreement “for good reason” shall be defined as Executive’s consent: (i) a material reduction in Executive’s Base Salary, but only if similar reductions are not being applied to other members of the Company’s senior management (i.e. other “c-suite” employees of the Company), (ii) a material breach diminution in Executive’s authority, duties and responsibilities, other than in connection with or resulting from (x) the sale of all or substantially all of the business or assets of the Company, (y) the sale of any direct or indirect subsidiary or business unit of the Company, or (z) the acquisition or creation/formation by the Company of this Agreementany new business, legal entity, or business unit of the Company (whether by merger, equity purchase, asset purchase, spin out, or separation formation), other than in a transaction that constitutes a “Change in Control” as defined in the Plan; or (iiiii) the Company’s relocation material breach of the office where Employee performs his duties by twenty-five its obligations under this Agreement (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 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 including obligations under the terms Section 2 of this Agreement; provided, that the occurrence of any event described in this sentence may only constitute ). Any Good Reason termination “for good reason” if will require thirty (a30) the Employee gives the Company written days’ advanced xxxxxx notice of his intention to terminate his employment “for good reason” and, in reasonable detail, by Executive of the event constituting grounds for such termination within sixty (60) days of the occurrence of such event, and (b) the relevant circumstances or conditions are not remedied by the Company giving rise to Good Reason within thirty (30) days after receipt by Executive first learns of the applicable event, and will not be effective unless the Company has not cured the Good Reason event within such thirty (30) day notice period. In order for Executive to resign for Good Reason, Executive must resign from Executive’s employment within sixty (60) days after the failure of the Company to cure such written notice from the EmployeeGood Reason event.

For Good Reason. The Employee may terminate this Agreement without any prior written notice to By the Company if the termination is Executive for Good Reason as set forth herein. “Good Reason” for good reason.” For purposes of this Agreement “for good reason” shall be defined as 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 his status as Chief Executive Officer of the Company, his removal from the position of Chief 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 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 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 provision of this Agreement; provided, 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” andprovided that, in reasonable detaileach case, of the event constituting grounds for such termination (A) within sixty (60) days of the first occurrence of such event, and the Executive must give written notice to the Board stating in reasonable detail the actions or omissions purported to constitute Good Reason, (bB) the relevant circumstances or conditions are such event is not remedied by the Company corrected within thirty (30) days after receipt 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 written notice from the Employeetermination, and Severance Benefits.

For Good Reason. The Employee Executive may terminate this Agreement without any prior Executive’s employment for Good Reason 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 below; provided that if Company if has cured the circumstances giving rise to Good Reason then such termination is “for good reason.” shall not be effective. For purposes of this Agreement Agreement, “for good reasonGood Reason” shall be defined as mean: (iA) a material reduction in Executive’s then-current Base Salary (except for an across the material breach by the Company of this Agreement; (ii) board salary reduction based on the Company’s relocation financial performance similarly affecting all or substantially all senior management employees of the office where Employee performs his duties by twenty-five (25) or more milesCompany); (iiiB) 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 Company action that results in the a material diminution in such position, authoritiesExecutive’s authority, duties or responsibilities; (ivC) substantial a material change in organizational reporting relationships as compared the geographic location at which the Executive provides services to the Effective Date that will materially impact Employee’s titleCompany outside of Pennsylvania, status, position, authority, duties Connecticut or responsibilities reporting requirementsa fifty (50) mile radius from the then-current location; and or (vD) any other purported termination of the Employee other than under the terms action or inaction by Company that constitutes a material breach of this Agreement; provided, provided that “Good Reason” shall not be deemed to have occurred unless: (1) Executive notifies the Company in writing of the first occurrence of any event described the Good Reason condition within thirty (30) days of such ground first occurring; (2) Executive cooperates in this sentence may only constitute termination “good faith with the Company’s efforts to cure such ground for good reason” if a period of thirty (a30) days from the Employee gives the Company date of such written notice of his intention to terminate his (the “Good Reason Cure Period”); and (3) notwithstanding such efforts, if the Good Reason condition exists, Executive terminates Executive’s employment “for good reason” and, in reasonable detail, of the event constituting grounds for such termination within sixty (60) days following conclusion of the Good Reason Cure Period. For purposes of clarification, the above-listed conditions shall apply separately to each occurrence of Good Reason and failure to adhere to such event, and (b) conditions in the relevant circumstances or conditions are event of Good Reason shall not remedied by the Company within thirty (30) days after receipt by the Company disqualify Executive from asserting Good Reason for any subsequent occurrence of such written notice from the EmployeeGood Reason.

For Good Reason. The Employee Executive may terminate this Agreement without any prior written notice to the Company if the termination is “his employment hereunder for good reason.” Good Reason. For purposes of this Agreement Amended Agreement, “for good reasonGood Reason” shall be defined as mean: (i) the a material breach of this Amended Agreement by the Company of this Agreement(including the Company’s withholding or failure to pay compensation when due to the Executive); (ii) relocation of the Company’s relocation headquarters or the location where the Executive works, to a location outside of the office where Employee performs his duties by twenty-five (25) or more milesGreenwood Village, Colorado; (iii) a material reduction in the Executive’s titles, duties, authority, or responsibilities, or the assignment to the Employee Executive of any duties, authority or responsibilities that are duties materially inconsistent with the EmployeeExecutive’s position, authority, duties or responsibilitiesduties, or any other Company action that results in responsibilities without the material diminution in such position, authorities, duties or responsibilitieswritten consent of the Executive; (iv) substantial change a reduction in organizational reporting relationships the Executive’s annual Base Salary or Annual Bonus opportunity or other compensation, as compared currently in effect or as may be increased from time to time, including, but not limited to, elimination or reduction in the Effective Date that will materially impact EmployeeExecutive’s title, status, position, authority, duties or responsibilities reporting requirementsparticipation in the Incentive Plan for reasons other than those specified in such plan; and (v) any other purported the failure of the Company to nominate the Executive for election as a member of the Board; (vi) the failure of the Company’s stockholders to elect the Executive as a member of the 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 this subsection 4(e), (A) the Executive shall provide the Board with a Notice of Termination (as defined in Section 5 below) specifying in detail the basis for the termination of employment for Good Reason and the Employee other than provision(s) under the terms of this Agreement; providedAmended Agreement on which such termination is based, that the occurrence of any event described in this sentence may only constitute termination “for good reason” if (aB) the Employee gives the Company written notice of his intention to terminate his employment “for good reason” and, in reasonable detail, of the event constituting grounds for such termination within sixty (60) days of the occurrence of such event, and (b) the relevant circumstances or conditions are not remedied by the Company within shall have thirty (30) days after receipt by to cure the matters specified in the notice delivered, and (C) if uncured, the Executive must terminate his employment with the Company within ninety (90) days after the initial existence of the circumstances constituting Good Reason in order for such written notice from the Employeetermination to be considered to be for Good Reason.

For Good Reason. The Employee may Executive shall have the right to terminate this Agreement without any prior written and his employment hereunder for Good Reason, such employment to terminate upon expiration of the notice to the Company if the termination is and cure period described herein. As used herein, “for good reason.” For purposes of this Agreement “for good reasonGood Reason” shall be defined as mean: (iA) the any material breach failure by the Company to comply with any provision of this Agreement; (iiB) the Company’s relocation of the office where Employee performs his duties Executive’s principal place of employment to a location that is more than 50 miles from Canton, Ohio; or (C) substantial interference with the day to day operations of the Company by twenty-five a director of the Company (25or such director’s employer or affiliate) that is inconsistent with formal actions taken by the Board or more milesthat impairs the Executive’s 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 the Executive asserts authorizes termination for Good Reason; (iii2) assignment 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 the Employee of any duties, authority or responsibilities that are materially inconsistent with the Employee’s position, authority, duties or responsibilities, or any other Company action that results in the material diminution in such position, authorities, duties or responsibilitiesoccur; (iv3) substantial change in organizational reporting relationships as compared 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 Effective Date that will materially impact Employee’s title, status, position, authority, duties event or responsibilities reporting requirementscondition; and (v5) any other purported termination Executive terminates Executive’s employment within 30 days after the end of such cure period. In the Employee other than under the terms of this Agreement; provided, event 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 Executive elects to terminate his employment “for good reason” andpursuant to Section 3.2(b)(i)(A) or (B) and in accordance with the notice and cure requirements in subparts (1) through (5) above, the Executive shall be entitled to receive the payments referred to in reasonable detail, of the event constituting grounds for such termination within sixty (60Section 3.3(a) days of the occurrence of such event, and (b) hereof. In the relevant circumstances or conditions are not remedied by event that the Company within thirty Executive elects to terminate his employment pursuant to Section 3.2(b)(i)(C) and in accordance with the notice and cure requirements in subparts (301) days after receipt by through (5) above, the Company of such written notice from Executive shall be entitled to receive the Employeepayments referred to in Section 3.3(a) and (c) hereof.

For Good Reason. The Employee Executive may terminate this Agreement without any prior written notice to the Company if the termination is “his employment hereunder for good reason.” Good Reason. For purposes of this Agreement Amended Agreement, “for good reasonGood Reason” shall be defined as mean: (i) the 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, and including a violation of this AgreementSection 13(i) below); (ii) relocation of the Company’s relocation of headquarters or the office primary location where Employee performs his duties by the Executive works to a location more than twenty-five (25) or more milesmiles from the Company’s office in Greenwood Village, Colorado as of the Effective Date; (iii) a material reduction in the Executive’s titles, duties, authority, or responsibilities, or the assignment to the Employee Executive of any duties, authority or responsibilities that are duties materially inconsistent with the EmployeeExecutive’s position, authority, duties or responsibilitiesduties, or any other Company action that results in responsibilities without the material diminution in such position, authorities, duties or responsibilitieswritten consent of the Executive; (iv) substantial change a reduction in organizational reporting relationships the Executive’s annual Base Salary or Annual Bonus opportunity or other compensation, as compared currently in effect or as may be increased from time to time, including, but not limited to, elimination or reduction in the Effective Date that will materially impact EmployeeExecutive’s title, status, position, authority, duties or responsibilities reporting requirementsparticipation in the Incentive Plan for reasons other than those specified in such plan; and (v) any other purported termination the failure of the Employee other than under Company to nominate the terms Executive for election as a member of this Agreementthe Board; provided, that the occurrence of any event described in this sentence may only constitute termination “for good reason” if (avi) the Employee gives the Company written notice of his intention to terminate his employment “for good reason” and, in reasonable detail, failure of the event constituting grounds for such termination within sixty (60) days Company’s stockholders to elect the Executive as a member of the occurrence of such event, and Board; (bvii) the relevant circumstances removal of the Executive as a member of the Board by the Company’s stockholders; or conditions are not remedied (viii) the failure by the Company to obtain a satisfactory agreement from any successor of the Company requiring such successor to assume and agree to perform all obligations under this Amended Agreement. With respect to the acts or omissions set forth in this Section 4(e), (A) the Executive shall provide the Board with a Notice of Termination (as defined in Section 5 below) within ninety (90) days after the initial existence of the circumstances constituting Good Reason specifying in detail the basis for the termination of employment for Good Reason and the provision(s) under this Amended Agreement on which such termination is based, (B) the Company shall have thirty (30) days after receipt by to cure the matters specified in the notice delivered, and (C) if uncured, the Executive must terminate his employment with the Company within ninety (90) days after the expiration of the Company’s cure period in order for such written notice from the Employeetermination to be considered to be for Good Reason.

For Good Reason. The Employee may terminate this Agreement without any prior written notice to the Company if the termination is “for good reason.” For purposes of this Agreement “for good reason” shall be defined as (i) the 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 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, 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 reasonable detail, of the event constituting grounds for such termination within sixty (60) days of the occurrence of such event, and (b) the relevant circumstances or conditions are not remedied by the Company within thirty (30) days after receipt by the Company of such written notice from the Employee.. Employment Agreement

For Good Reason. The Employee may terminate this Agreement without any prior written notice to For the Company if the termination is “for good reason.” For purposes of this Agreement Agreement, “for good reasonGood Reason” means the existence of any of the following circumstances, without Executive’s prior consent: (A) material diminution in Executive’s total compensation opportunity relative to Executive’s total compensation opportunity in effect on the Effective Date (provided that expiration or forfeiture of the GP Distribution Payment Right or of opportunity to earn the Transaction Bonus shall be defined as not constitute such a diminution); (iB) the material breach by the Company of any of its covenants or obligations under this Agreement; (iiC) the Companymaterial reduction in Executive’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 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 or reporting requirementsrelationship; (D) the involuntary relocation of the geographic location of Executive’s principal place of employment by more than 100 miles from the location of Executive’s principal place of employment as of the Effective Date; and (vE) following a Change in Control (as defined below), the Company’s failure to obtain an agreement from any other purported termination successor to the Company to assume and agree to perform this Agreement in materially the same manner and to materially the same extent that the Company would be required to perform if no succession had taken place, except where such assumption occurs by operation of the Employee other than under the terms of this Agreementlaw; provided, however, that notwithstanding the occurrence foregoing provisions of this Section 8(b) or any event other provision of this Agreement to the contrary, any assertion by Executive of a termination for Good Reason shall not be effective unless all of the following conditions are satisfied: (1) the condition described in this sentence may only constitute Section 8(b)(i)(A), (B), (C), (D) or (E) giving rise to Executive’s termination “for good reason” if of employment must have arisen without Executive’s consent; (a2) the Employee gives the Company Executive must provide written notice of his intention to terminate his employment “for good reason” and, in reasonable detail, the Board of the event constituting grounds for existence of such termination condition(s) within sixty (60) 30 days of the occurrence initial existence of such event, and condition(s); (b3) the relevant circumstances or conditions are not remedied by condition(s) specified in such notice must remain uncorrected for 30 days following the Company within thirty (30) days after Board’s receipt by the Company of such written notice from notice; and (4) the Employee.date of Executive’s termination of employment must occur within 90 days after the initial existence of the condition(s) specified in such notice); or

For Good Reason. The Employee may Executive shall have the right to terminate this Agreement without any prior written and his employment hereunder for Good Reason, such employment to terminate upon expiration of the notice to the Company if the termination is and cure period described herein. As used herein, “for good reason.” For purposes of this Agreement “for good reasonGood Reason” shall be defined as mean: (iA) the any material breach failure by the Company to comply with any provision of this Agreement; or (iiB) 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 ability to deliver agreed upon results for the Company. A termination by the Executive shall not be for Good Reason unless: (1) the CompanyExecutive 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 relocation 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 office where Employee performs his duties by twenty-five (25) event or more milesthe initial existence of the condition that Executive asserts authorizes termination for Good Reason; (iii4) assignment during the 30 days following receipt of such notice, the Company and/or the Board fail to remedy or cure the Employee of any duties, authority event or responsibilities that are materially inconsistent with the Employee’s position, authority, duties or responsibilities, or any other 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 requirementscondition; and (v5) any other purported termination Executive terminates Executive’s employment within 30 days after the end of such cure period. In the Employee other than under the terms of this Agreement; provided, event 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 Executive elects to terminate his employment “for good reason” andpursuant to Section 3.2(b)(i)(A) and in accordance with the notice and cure requirements in subparts (1) through (5) above, the Executive shall be entitled to receive the payments referred to in reasonable detail, of the event constituting grounds for such termination within sixty (60Section 3.3(a) days of the occurrence of such event, and (b) hereof. In the relevant circumstances or conditions are not remedied by event that the Company within thirty Executive elects to terminate his employment pursuant to Section 3.2(b)(i)(B) and in accordance with the notice and cure requirements in subparts (301) days after receipt by through (5) above, the Company of such written notice from Executive shall be entitled to receive the Employeepayments referred to in Section 3.3(a) and (c) hereof.