For “Good Reason.” “Good Reason” shall be deemed to exist upon # the Company’s reduction of the annual base compensation payable to the Executive (either the current base compensation or the compensation set forth in this Agreement, whichever is greater); # the relocation of the place of business at which the Executive is principally located to a location that is outside of the greater Los Angeles, California area; # the failure of the Company to comply with a material term of this Agreement; or # significant reduction in the Executive’s duties or responsibilities, inconsistent in any material respect with his current position (provided that removal of the Executive following a Change of Control as the Senior Vice President of Content so long as he serves in a similar role at any continuing ​ (or ​) subsidiary, division or group of the surviving company shall not constitute a significant reduction in the Executive’s duties or responsibilities under this Agreement); provided that Good Reason shall not be deemed to exist unless # notice of the Good Reason condition is given by the Executive to the Company within ninety (90) days of the Executive’s discovery of the condition’s existence, # the Company fails to remedy the condition within thirty (30) days of such notice, and # the Executive notifies the Company that he is resigning his employment from the Company within ninety (90) days of the Company’s failure to remedy the condition pursuant to the time period set forth in # above.

“Good Reason” shall be deemed to exist upon # the Company’smeans (i) a reduction of the annual base compensation payable to the Executive (either the current base compensation or the compensation set forth in this Agreement, whichever is greater); # the relocation of the place of business at which the Executive is principally located to a location that is outside of the greater Los Angeles, California area; # the failure ofby the Company to comply withor any of its Subsidiaries in Executive’s Base Salary or in his or her Target Bonus; (ii) a material term of this Agreement; or # significant reductiondiminution in the Executive’s position with the Company, such that the Executive is required to perform duties and responsibilities following the Change in Control which would have been assigned to a position that would have been below the level of Vice President under the title structure in effect at the Company immediately prior to the Change in Control; (iii) the relocation of Executive’s principal place of employment to a geographic location greater than fifty (50) miles from Executive’s Principal Place of Employment (as defined in the Employment Agreement) immediately prior to the Change in Control, (iv) the occurrence of a Change in Control in which the acquiror does not assume the obligations of the Company or responsibilities, inconsistent inits Subsidiaries under the Employment Agreement; and (v) any material respect with his current position (provided that removalfailure by the Company or any Subsidiary to pay the Executive any compensation when otherwise due under the terms of the Employment Agreement; provided, however, that Executive following a Change of Control as the Senior Vice President of Content so long as he serves in a similar role at any continuing ​ (or ​) subsidiary, division or group of the surviving company shall not constitute a significant reduction in the Executive’s duties or responsibilities under this Agreement); provided thatmay resign for Good Reason shall not be deemed to exist unless #only if (i) he or she has given the Company written notice of the Good Reason condition is given by the Executive to the Companyits breach within ninety (90)90 days of the Executive’s discovery ofdate that the condition’s existence, #Executive discovers such breach and (ii) the Company fails to remedyhas not remedied such breach on or before the condition within thirty (30) days30th day following the Company’s receipt of such notice, and # the Executive notifies the Company that he is resigning his employment from the Company within ninety (90) days of the Company’s failure to remedy the condition pursuant to the time period set forth in # above.notice.

“Good Reason” shall be deemed to exist upon # the Company’smeans (i) a reduction of the annual base compensation payable to the Executive (either the current base compensation or the compensation set forth in this Agreement, whichever is greater); # the relocation of the place of business at which the Executive is principally located to a location that is outside of the greater Los Angeles, California area; # the failure ofby the Company to comply withor any of its Subsidiaries in Executive’s Base Salary or in his or her Target Bonus; (ii) a material term of this Agreement; or # significant reductiondiminution in the Executive’s position with the Company, such that the Executive is required to perform duties and responsibilities following the Change in Control which would have been assigned to a position that would have been below the level of Vice President under the title structure in effect at the Company immediately prior to the Change in Control; (iii) the relocation of Executive’s principal place of employment to a geographic location greater than fifty (50) miles from the Company’s headquarters immediately prior to the Change in Control, (iv) the occurrence of a Change in Control in which the acquiror does not assume the obligations of the Company or responsibilities, inconsistent inits Subsidiaries under the Employment Agreement; and (v) any material respect with his current position (provided that removalfailure by the Company or any Subsidiary to pay the Executive any compensation when otherwise due under the terms of the Employment Agreement; provided, however, that Executive following a Change of Control as the Senior Vice President of Content so long as he serves in a similar role at any continuing ​ (or ​) subsidiary, division or group of the surviving company shall not constitute a significant reduction in the Executive’s duties or responsibilities under this Agreement); provided thatmay resign for Good Reason shall not be deemed to exist unless #only if (i) he or she has given the Company written notice of the Good Reason condition is given by the Executive to the Companyits breach within ninety (90)90 days of the Executive’s discovery ofdate that the condition’s existence, #Executive discovers such breach and (ii) the Company fails to remedyhas not remedied such breach on or before the condition within thirty (30) days30th day following the Company’s receipt of such notice, and # the Executive notifies the Company that he is resigning his employment from the Company within ninety (90) days of the Company’s failure to remedy the condition pursuant to the time period set forth in # above.notice.

For “Good Reason.”purposes of this Agreement, the term “Good Reason” shall be deemed to exist uponmean any of the following: # the Company’s reduction ofCompany removes Executive from a SVP General Counsel position, other than due to his resignation or for Cause; # the annual base compensation payableCompany decreases or fails to the Executive (either the current base compensation orpay the compensation set forthdescribed in [Section 3] of this Agreement, whichever is greater)Agreement (in accordance with, and subject to, such provisions); # a material breach of this Agreement by the relocation of the place of business at which the ExecutiveCompany; # Executive’s job site is principally locatedrelocated to a location thatwhich is outside of the greater Los Angeles, California area; # the failure of the Company to comply with a material term of this Agreement; or # significant reduction in themore than twenty five (25) miles from Stamford, Connecticut and more than twenty five (25) miles from Executive’s duties or responsibilities, inconsistenthome address, unless the parties mutually agree in anywriting to such relocation; # material respect with his current position (provided that removaldiminution of the Executive following a Change of Control as the Senior Vice President of Content so long as he serves in a similar role at any continuing ​ (or ​) subsidiary, division or group of the surviving company shall not constitute a significant reduction in the Executive’s duties or responsibilities (it being understood by the parties that a simultaneous increase and decrease of Executive’s duties and responsibilities shall not constitute Good Reason) or # the failure by the Company to obtain the express written assumption of this Agreement by any successor to all or substantially all of the Company’s business or operations; provided, however, that a termination by Executive for Good Reason under this Agreement); provided that Good Reason[Section 4(e)(ii)] shall not be deemed to exist unless #effective only if, within 20 days following delivery of a written notice of the Good Reason condition is given by the Executive to the Company within ninety (90)that Executive is terminating his employment for Good Reason and that reasonably identified the reason(s) for such determination, such notice to be given not later than 90 days after the occurrence (or, if later, the date that Executive becomes aware or reasonably should have become aware of such occurrence) of the Executive’s discovery of the condition’s existence, #event(s) claimed to constitute Good Reason, the Company failshas failed to remedycure the condition within thirty (30) days of such notice, and # the Executive notifies the Company that he is resigning his employment from the Company within ninety (90) days of the Company’s failurecircumstances giving rise to remedy the condition pursuant to the time period set forth in # above.Good Reason.

“Good Reason” shall be deemed to exist upon #means the Company’s reductionexistence of any of the annual base compensation payablefollowing, without the Executive’s written consent: # a material diminution in the Executive’s authority, duties, or responsibilities; # a material diminution in Base Salary or Target Opportunity, except for any across-the-board reductions approved by the Board for all similarly-situated employees (not to exceed 10%); # a change to the Executive (either the current base compensation or the compensation set forth in this Agreement, whichever is greater); # the relocation of the place of business at which the Executive is principally locatedExecutive’s primary work location to a location that is outsidemore than 50 miles away; or # a material breach of the greater Los Angeles, California area;Agreement by the Company including, but not limited to, # the failure of the Company or its Affiliates to comply withobtain the assumption of their obligations under this Agreement by any successor or assign as contemplated in [Section 14.6] or # a material termbreach of this Agreement; or # significant reduction inAgreement by the Company. For purposes of this definition, the Executive’s duties or responsibilities, inconsistent in any material respecttermination will not be considered to have been with his current position (provided that removalGood Reason unless # he provides written notice to the Company of the condition constituting Good Reason within 90 days of the Executive following a Changehaving knowledge of Control as the Senior Vice President of Content so long as he serves in a similar role at any continuing ​ (or ​) subsidiary, division or group of the surviving company shall not constitute a significant reduction in the Executive’s duties or responsibilities under this Agreement); provided that Good Reason shall not be deemed to exist unless # notice of the Good Reason condition is given by the Executive to the Company within ninety (90) days of the Executive’s discovery of the condition’sits initial existence, # such condition remains uncured for at least 30 days following the Company fails to remedy the condition within thirty (30) daysCompany’s receipt of such notice, and # the Executive notifiesactually terminates employment following the Company that he is resigning his employment from the Companyexpiration of any cure period but within ninety (90) daystwo years of the Company’s failure to remedy the condition pursuant to the time period set forth in # above.initial occurrence of such condition.

Good Reason Defined. For “Good Reason.”purposes of this Agreement, “Good Reason” shall be deemedexist if, without the Executive’s express written consent, the Company: # materially reduces or decreases the Executive’s Base Salary or Incentive Compensation opportunity level from the level in effect on the Effective Date (or some subsequent higher level put into effect by the Board subsequent to exist upon #the Effective Date), unless such reduction or decrease is in connection with an across-the-board reduction or decrease in the Base Salaries or Incentive Compensation opportunity levels of all the Company’s reduction of the annual base compensation payableother senior level executives, # willfully fails to include the Executive (either the current basein any incentive compensation plans, bonus plans, or the compensation set forth in this Agreement, whichever is greater); # the relocation of the place of business at which the Executive is principally located to a location that is outside of the greater Los Angeles, California area; # the failure ofother plans and benefits provided by the Company to comply with a material termother executive level executives, # materially reduces, decreases or diminishes the nature, status or duties and responsibilities of this Agreement;the Position from those in effect on the Effective Date, and such reduction, decrease or # significant reductiondiminution is not reasonably related to or the result of an adverse change in the Executive’s performance of assigned duties and responsibilities, or responsibilities, inconsistent in any material respect with his current position (provided that removal# requires the Executive to # regularly perform the duties and responsibilities of the Executive followingPosition at, or # relocate the Executive’s principal place of employment to, a Change of Control aslocation which is more than fifty (50) miles from the Senior Vice President of Content so long as he serves in a similar role at any continuing ​ (or ​) subsidiary, division or grouplocation of the surviving company shall not constitute a significant reduction inExecutive’s principal place of employment as of the Executive’s duties or responsibilities under this Agreement); provided thatEffective Date. Notwithstanding the above, Good Reason shall not be deemed to exist unless # noticeinclude the death, Disability or voluntary retirement of the Good Reason condition is givenExecutive or any other voluntary action taken by or agreed to by the Executive related to the Position or his employment with the Company or its Subsidiaries. Further, Good Reason shall not include any of the events or conditions described in items [(i), [(ii), (iii) or (iv) above]e]e]] unless the Executive provides notice to the Company of the existence of the event or condition within ninety (90) days of the Executive’s discoveryinitial existence of the condition’s existence, #event or condition, the Company fails to remedy thecure such event or condition within thirty (30) days of suchreceiving the Employee’s initial notice, and # the Executive notifiesterminates employment with a subsequent written notice to the Company that he is resigning his employment from the Companyafter such thirty (30) day cure period but within ninety (90) days after the Executive provides the initial written notice to the Company of the Company’s failureexistence of such event or condition. If requested by the Company, the Executive shall continue to remedywork exclusively for the condition pursuantCompany during such thirty (30) day cure period; provided, however, the Company shall have the right, in its sole discretion, to terminate this Agreement at any time during such thirty (30) day cure period upon written notice to the time period set forth in # above.Executive.

"GOOD REASON"shall be deemed to exist upon # the Company’s reductionmean one or more of the annual basefollowing conditions arising not more than six months before Executive's termination date without Executive's consent: # a material breach by the Company of any provision of this Agreement; # assignment by the Board or a duly authorized committee thereof to Executive of any duties that materially and adversely alter the nature or status of Executive's position, job descriptions, duties, title or responsibilities from those of a President and Chief Executive Officer, or eligibility for Company compensation payableplans; # requirement by the Company for Executive to the Executive (either the current base compensation or the compensation set forth in this Agreement, whichever is greater); # the relocation of therelocate to a primary place of business at which is more than ​ miles away from the Executive is principally located to a location that is outsideExecutive's primary place of business as of the greater Los Angeles, California area; # the failure of the Company to comply with a material termEffective Date of this Agreement; or # significanta material reduction in Executive's Base Salary in effect at the Executive’s duties or responsibilities, inconsistent in any material respect with his current position (provided that removal ofrelevant time. Notwithstanding anything herein to the Executive following a Change of Control as the Senior Vice President of Content so long as he serves in a similar role at any continuing ​ (or ​) subsidiary, division or group of the surviving company shall not constitute a significant reduction in the Executive’s duties or responsibilities under this Agreement); provided thatcontrary, Good Reason shall not be deemed towill exist unless #only if Executive provides notice of the Good Reason condition is given by the Executive to the Company of the existence of the condition otherwise constituting Good Reason within ninety (90)90 days of the Executive’s discoveryinitial existence of the condition’s existence, #condition, and the Company fails to remedy the condition within thirty (30) dayson or before the 30th day following its receipt of such notice, and # the Executive notifies the Company that he is resigning his employment from the Company within ninety (90) days of the Company’s failure to remedy the condition pursuant to the time period set forth in # above.notice.

“Good Reason” shall be deemed to exist upon #mean the Company’s reductionoccurrence of any of the annual base compensation payable to the Executive (either the current base compensation or the compensation set forth in this Agreement, whichever is greater); # the relocation of the place of business at which the Executive is principally located to a location that is outside of the greater Los Angeles, California area; # the failure of the Company to comply withfollowing without Executive’s consent: (i) a material termreduction of this Agreement; or # significant reduction in the Executive’s duties or responsibilities, inconsistent in any material respect with his current position (provided that removal of the Executive following a Change of Control as the Senior Vice President of Content so long as he serves in a similar role at any continuing ​ (or ​) subsidiary, division or group of the surviving company shall not constitute a significant reduction in therelative to Executive’s duties or responsibilities as in effect immediately prior to such reduction; (ii) a reduction of more than ten percent (10%) in Executive’s Base Salary as in effect immediately prior to such reduction; (iii) a reduction of more than ten percent (10%) by the ​ in the kind or level of employee benefits, including bonuses, for which Executive was eligible (although amounts actually earned will vary) immediately prior to such reduction, with the result that Executive’s overall benefits package is materially reduced, excluding any equity component thereof; (iv) the relocation of Executive to a facility or a location more than twenty-five (25) miles from the ​’s present location in Lakewood, Colorado; provided, however, than a reduction that is generally applicable to all executives of the ​ shall not constitute “Good Reason” under this Agreement); provided that Good Reason[clauses [(ii) and (iii) hereof]f]]. A termination of employment by Executive shall not be deemed to exist unless # notice of thebe for Good Reason condition is givenunless (A) Executive gives the ​ written notice describing the event or events which are the basis for such termination within 60 days after the event or events occur, (B) such grounds for termination (if susceptible to correction) are not corrected by the Executive to the Company​ within ninety (90)30 days of the Executive’​’s discovery of the condition’s existence, # the Company fails to remedy the condition within thirty (30) daysreceipt of such notice,notice (the “Correction Period”), and #(C) Executive terminates Executive’s employment no later than 30 days following the Executive notifies the Company that he is resigning his employment from the Company within ninety (90) days of the Company’s failure to remedy the condition pursuant to the time period set forth in # above.Correction Period.

“Good Reason” shall be deemed to exist uponmeans: # the Company’s reduction of the annual base compensation payable to the Executive (either the current base compensation or the compensation set forth in this Agreement, whichever is greater); # the relocation of the place of business at which the Executive is principally located to a location that is outside of the greater Los Angeles, California area; # the failure ofany material breach by the Company to comply with a material term of this Agreement; or # significant reductiona change in the Executive’s duties or responsibilities, inconsistent in any material respect with his current position (providedreporting relationships such that removal of the Executive followingno longer directly reports ​ President or Chief Executive Officer; # a Change of Control as the Senior Vice President of Content so long as he serves in a similar role at any continuing ​ (or ​) subsidiary, divisionmaterial reduction or group of the surviving company shall not constitute a significant reductionmaterial adverse change in the Executive’s dutiescurrent duties, responsibilities and authority, without his or responsibilities under this Agreement); provided that Good Reason shall not be deemed to exist unlessher consent; # notice of the Good Reason condition is givendemand by the Company for the Executive to relocate or commute more than 40 miles from ​ without his or her consent; or # any reduction by the Company within ninety (90) days ofin the Executive’s discoveryBase Salary or the Executive’s Performance Bonus Target without his or her consent, except for across-the-board compensation reductions based on the Company’s financial performance similarly affecting all or substantially all senior management employees of the condition’s existence, #Company. For purposes hereof, whether or not the Executive has Good Reason to terminate his or her employment by the Company failspursuant to remedy the condition within thirty (30) days of such notice, and # the Executive notifies[subparagraphs (i) through (v)] above will be determined by the Company that he is resigning his employment fromin its reasonable, good faith discretion, based upon the Company within ninety (90) days offacts known ​ at the Company’s failure to remedy the condition pursuant to the time period set forth in # above.relevant time.

For “Good Reason.” “Good Reason”purposes of this Agreement, “Good Reason” shall be deemed to exist uponmean # the Company’material breach of any of Company’s reductionobligations under this Agreement without Executive’s written consent; # the change of the annual base compensation payable to the Executive (either the current base compensationExecutive’s title or the compensation set forthassignment to Executive of any duties that materially adversely alter the nature or status of Executive’s office, title, and responsibilities, including reporting responsibilities, or action by Company that results in this Agreement, whichever is greater);the material diminution of Executive’s position, duties or authorities, from those in effect immediately prior to such change in title, assignment or action, in each case, without Executive’s written consent; or # in the event that Executive and Company cannot agree on a relocation package, the relocation of Company’s principal executive offices, or Company’s requiring Executive to relocate, anywhere outside the place ofgreater Houston, Texas metropolitan area, except for required travel on Company’s business at which theto an extent substantially consistent with Executive’s obligations under this Agreement. To constitute Good Reason, Executive is principally locatedrequired to a location that is outsideprovide notice to Company of the greater Los Angeles, California area; # the failureexistence of the Company to comply with a material term of this Agreement; or # significant reduction in the Executive’s duties or responsibilities, inconsistent in any material respect with his current position (provided that removal of the Executive following a Change of Control as the Senior Vice President of Content so long as he serves in a similar role at any continuing ​ (or ​) subsidiary, division or group of the surviving company shall not constitute a significant reduction in the Executive’s duties or responsibilities under this Agreement); provided thatconditions constituting Good Reason shallwithin a period not be deemed to exist unless # notice of the Good Reason condition is given by the Executive to the Company withinexceed ninety (90) days from the initial existence of the Executive’s discoverycondition and Company must be provided a period of the condition’s existence, # the Company fails toat least 30 days during which it may remedy the condition within thirty (30) days of such notice, and # the Executive notifies the Company that he is resigning his employment from the Company within ninety (90) days of the Company’s failure to remedy the condition pursuant to the time period set forth in # above.condition.