Definition of Good Reason. For purposes of this Agreement, “Good Reason” shall mean you resign within ninety (90) days after one of the following conditions has come into existence without your consent: # a reduction in your base salary by more than 10% (other than in connection with similar decreases of other comparable employees of the Company); # a material diminution of your authority, duties or responsibilities; provided, however, that a change in your position following a Change [[Person A:Person]]

Definition of Good Reason. A resignation for “Good Reason” shall mean a resignation of your employment within ninety (90) days after the occurrence of any of the following events taken without your written consent which is not corrected within thirty (30) days after the Company (or any successor thereto) receives written notice from you that any of the following events have occurred (which notice must be provided to the Company by you within thirty (30) days after the occurrence of such event) and that you assert that grounds for a resignation for Good Reason exist as a result: # a material diminution of your duties, position or responsibilities, provided, however, a mere change in title or reporting relationship following a Change of Control will not by itself constitute “Good Reason” for your resignation, and further provided, however, that the acquisition of the Company and subsequent conversion of the Company to a division or unit of the acquiring entity will not by itself result in a “diminution;” # a reduction by the Company in your base salary as in effect immediately prior to such reduction by more than ten percent (10%) (unless such reduction is made pursuant to an across the board reduction applicable to senior executives of the Company); or # the relocation of your assigned office location resulting in an increase in your one-way commuting distance from your residence by at least forty-five (45) miles.

“Good Reason” shall mean the occurrence of any of the following events: # a material diminution in the your responsibilities, authority or duties; # you are not elected to, or are removed from, the board of directors of Company, a successor, or an acquirer; # you are made to report to anyone other than the board of directors of the Company, a successor, or an acquirer; or # a material diminution in your base salary; provided you must give the Company written notice of the condition that gives rise to the Good Reason within 30 days of the occurrence of the condition, in which event the Company shall have 30 days to remedy the condition, after which you may resign for Good Reason by giving written notice no later than 30 days after the expiration of the applicable 30-day remedy period.

Good Reason Definition. For the purposes of this Agreement, “Good Reason” shall mean: # a reduction of Employee’s base salary below the amount set forth in Section 3 of this Agreement, or a reduction in the “Target Bonus” defined in Section 4 of this Agreement, if any, unless such reduction is shared proportionally by the three most highly-salaried officers of the Company in addition to Employee; # an involuntary relocation of Employee’s place of work to any location outside of the metropolitan area in which his primary office is located immediately prior to the relocation, excluding temporary periods of thirty (30) days or less and ordinary course business travel; # a significant diminution by the Company in Employee’s position (including offices, titles, and reporting relationships), authority, duties, or responsibilities (excluding diminutions resulting in the ordinary course from the Company becoming, pursuant to a Change of Control, # part of a larger organization in which Employee directly reports to the Chief Executive Officer of such organization; or # a subsidiary or equivalent separate functional business unit of a larger organization); # a material breach by the Company of this Agreement; or # failure by the Company to assign this Agreement to a successor upon a Change of Control. No Good Reason shall exist where: # Employee consents to the event that forms the basis for the Good Reason resignation; # Employee does not provide the Company’s President and Chief Executive Officer with written notice describing in detail the Good Reason within thirty (30) days after its occurrence; or # the Company cures the Good Reason within thirty (30) days after its receipt of such notice, if such conduct is reasonably susceptible to cure.

“Good Reason” shall mean, your resignation within ninety (90) days following the end of the cure period (described below) as a result of the occurrence, without your written consent, of one or more of the following: (i) a material reduction in your base salary or target bonus (except pursuant to a reduction generally applicable to senior executives of the Company that does not exceed, individually or cumulatively, a 10% reduction from the initial base salary or target bonus); (ii) a material diminution of your duties, authority or responsibilities; or (iii) relocation of your primary office to a location more than fifty (50) miles from the Company’s current office location. In addition, in order for an event to qualify as Good Reason, you must not terminate employment with the Company without first providing notice to the Company of the existence of one or more of the above conditions within one hundred eighty (180) days of its initial existence, the Company must be provided at least thirty (30) days to remedy the condition, and the conditions must not have been cured during such time.

“Good Reason” means the occurrence of any of the following without your written consent: # any material reduction in your Base Salary; # any material adverse change by the Company in your title, position, authority or reporting relationships with the Company or # the Company’s requirement that you relocate your principal place of employment to a location in excess of fifty (50) miles from your principal work location on the date of the Agreement provided, “Good Reason” shall not exist unless and until you provide the Company with written notice of the acts alleged to constitute Good Reason within ninety (90) days of the initial occurrence of such event, and the Company fails to cure such acts within thirty (30) days of receipt of such notice. You must terminate your employment within 120 days following the initial occurrence of such event for the termination to be on account of Good Reason.

“Good Reason” describes a resignation which must occur within 24 months following the initial existence of one or more of the following good reason triggers arising without your consent: (a) a significant diminution in your base salary; (b) a significant diminution in your authority, duties or responsibilities: or (c) a change of more than 50 miles in the Company’s headquarters location or your principal office location (whichever is applicable to you, unless such relocation of the Company is initiated, authorized or approved by you). The amount, time and form of payment on account of the Good Reason resignation must be substantially identical to that which would be paid due to an actual involuntary termination, to the extent such a right exists. You are required to notify the Company that one of the Good Reason resignation triggers described above exists within a period not to exceed 90 days of the time the trigger first existed and the Company must have no less than 30 days from such notice to cure the problem, and you must terminate employment within 30 days following the expiration of such cure period if cure is not effected.

"Good Reason" has the meaning set forth in any employment agreement, or, if none, in any change in control agreement, then in effect between the Participant and the Company or a subsidiary, if applicable, and, if the Participant has no such agreement or if such agreement does not define the term, "Good Reason" means # a material diminution in the Participant's authority, duties or responsibilities; # a material diminution in the Participant's base compensation; or # a relocation of the primary location at which the Participant must perform services to a location that is more than fifty (50) miles away. The Participant is required to provide notice to the Company of the existence of a condition described in this Section 2.1(o) within a ninety (90) day period of the initial existence of the condition, upon the notice of which the Company shall have thirty (30) days to remedy the condition. If the condition is remedied within thirty (30) days, then "Good Reason" does not exist. If the condition is not remedied within thirty (30) days, then the Participant must resign within ninety (90) days of the expiration of the remedy period.

“Good Reason” means, as a reason for a Participant’s resignation from employment, the occurrence of any of the following without the consent of the Participant: # a material reduction by the Company or an Affiliate in the Participant’s Base Salary or Target Annual Bonus as in effect on the Effective Date or as the same may be increased from time to time (other than an overall reduction in salaries or target annual bonuses of 10% or less that affects substantially all of the Company’s full-time employees); # a material diminution in the Participant’s authority, duties or responsibilities (a “Material Diminution”) (for the sake of clarity, # a change in reporting structure by itself does not constitute a Material Diminution, # a change to a different position that is of comparable status within the Company does not constitute a Material Diminution, # any changes generally implemented with regard to a broad group of senior executives does not constitute a Material Diminution, and # any change consented to by the Participant is not a Material Diminution); # a material change in the geographic location at which the Participant is required to perform services (it being agreed that a required relocation of more than 50 miles shall be material); # a material breach by the Company of the Plan or the Participant’s acknowledgment and agreement regarding participation in the Plan; or # any failure by the Company to comply with Section 10.7 of the Plan. A termination by a Participant shall not constitute termination for Good Reason unless the Participant shall first have delivered to the Company, not later than 90 days after the initial occurrence of an event deemed to give rise to a right to terminate for Good Reason, written notice setting forth with specificity the occurrence of such event, and there shall have passed a reasonable time (not less than 30 days) within which the Company may take action to correct, rescind or otherwise substantially reverse the occurrence supporting termination for Good Reason as identified by the Participant.

For purposes of this Section 4(b), “Good Reason” means, without your express written consent, # any material reduction in the scope of your authority, duties or responsibilities; # any material reduction in your base compensation; # any material change in the geographic location of your principal place of employment; or # any action or inaction that constitutes a material breach by the Company of any agreement under which you provide services to the Company. Good Reason shall not, however, exist unless you have first provided written notice to the Company of the initial occurrence of one or more of the events under [clauses (w) through (z) above] within ninety (90) days of the event’s occurrence, and such event is not fully remedied by the Company within thirty (30) days after the Company’s receipt of written notice from you.