(e) Termination by the Executive. The Executive may terminate employment hereunder at any time for any reason, including but not limited to, Good Reason. For purposes of this Agreement, Good Reason shall mean that the Executive has completed all steps of the Good Reason Process (hereinafter defined) following the occurrence of any of the following events without the Executives consent (each, a Good Reason Condition):
(i) a material reduction by the Company of Executives Base Salary as initially set forth herein or as the same may be increased from time to time, provided, however, that if such reduction occurs in connection with a Company-wide decrease in executive team compensation, such reduction shall not constitute Good Reason;
(ii) a material breach of this Agreement by the Company;
(iii) following Executives relocation to Massachusetts, the relocation of Executives principal place of employment, without Executives consent, in a manner that lengthens his one-way commute distance by twenty-five (25) or more miles from his then-current principal place of employment immediately prior to such relocation; or
(iv) a material reduction in Executives duties, authority, or responsibilities relative to Executives duties, authority, or responsibilities in effect immediately prior to such reduction unless Executive is performing duties and responsibilities for the Company or its successor that are similar to those Executive was performing for the Company immediately prior to such transaction.
The Good Reason Process consists of the following steps:
(v) the Executive reasonably determines in good faith that a Good Reason Condition has occurred;
(vi) the Executive notifies the Company in writing of the first occurrence of the Good Reason Condition within 30 days of the first occurrence of such condition;
(vii) the Executive cooperates in good faith with the Companys efforts, for a period of not less than 30 days following such notice (the Cure Period), to remedy the Good Reason Condition;
(viii) notwithstanding such efforts, the Good Reason Condition continues to exist; and
(ix) the Executive terminates employment within 30 days after the end of the Cure Period.
If the Company cures the Good Reason Condition during the Cure Period, Good Reason shall be deemed not to have occurred.
4. Matters Related to Termination.
(a) Notice of Termination. Except for termination as specified in Section 3(a), any termination of the Executives employment by the Company or any such termination by the Executive shall be communicated by written Notice of Termination to the other party hereto. For purposes of this Agreement, a Notice of Termination shall mean a notice which shall indicate the specific termination provision in this Agreement relied upon.