Effective immediately following the Effective Time, notwithstanding the provisions of [Section 3.3] of the Employment Agreement, the definition of “Good Reason” in the Employment Agreement shall also include a diminution of the Executive’s Base Salary or then-current target or maximum annual and long term incentive compensation opportunity.

Definition of "Good Reason." "Good Reason" shall be as defined under the terms of the Participant's Employment Contract or if such a contract does not include a definition of "Good Reason," under the terms of any severance policy to which or under which the Participant is a party or participant. For the purposes of [Section 5(a)], the event giving rise to a termination for Good Reason must occur within the 24-month period following a Change of Control. Any disputes as to what constitutes "Good Reason" shall be conclusively determined by the Committee or its delegate.

Definition of Good Reason. For purposes of this letter agreement, “Good Reason” shall mean any one of the following events that occurs without your consent: # the material reduction in your responsibilities, authorities or functions as an employee of the Company (but not merely a change in reporting relationships); # a material reduction in your level of compensation (including base salary, fringe benefits and target bonus under any corporate-performance based bonus or incentive programs); # a material change of your place of employment that results in an increase to your round trip commute of more than twenty (20) miles; or # the Company’s material breach of this letter agreement. Notwithstanding the foregoing, you must provide written notice to the CEO of the Company within thirty (30) days

Definition of Good Reason. For purposes of this Agreement, “Good Reason” shall mean the existence or occurrence of any of the following conditions during the Term without the Executive’s written consent: # a material reduction in the Executive’s then-current Base Annual Compensation, unless such reduction is applicable generally to similarly-situated senior executives of the Company, or # the requirement, within one hundred twenty (120) days following a Change in Control of the Company, that the Executive move the principal location at which Executive’s job duties will be based outside the Los Angeles, California metropolitan area.

Definition of Good Reason. For purposes of this Agreement, the term “Good Reason” shall be defined to mean, without Executive’s written consent: # a reduction by Employer in Executive’s Base Salary or target Annual Bonus opportunity from the amounts set forth in this Agreement; # failure of Employer to provide an office to Executive, or Employer requiring Executive to work in an office that is more than thirty-five (35) miles from the location of Employer’s principal executive offices (such offices to be located in the Indianapolis-Carmel-Anderson Metropolitan Statistical Area), except for required travel on business of the Employer to the extent substantially consistent with Executive’s business travel obligations, or # a material breach of the terms of this Agreement by Employer; provided that Executive has given Employer notice of such breach within thirty (30) days of the initial occurrence of the event that is alleged to constitute Good Reason, such breach remains uncured in the thirty (30) day period after such notice, and Executive terminates his employment no later than ten (10) days after the cure period has expired. Employer shall not take any position that a termination of employment by Executive for Good Reason fails to constitute on involuntary separation from service for purposes of [Section 409A].

Definition of Good Reason. For purposes of this Agreement, “Good Reason” shall mean the following occurs without your consent # the relocation of your normal principal place of work greater than thirty (30) miles from your then current normal work location; # a decrease in your then current base salary of more than fifteen percent (15%), other than any such decrease resulting from a general reduction by the Company in the base salary of all Company executive officers; or # the Company unilaterally makes significant detrimental reductions in your job responsibilities; provided, that you shall give written notice to the Chairman of the Board setting forth your intent to resign for Good Reason and the facts in support of your claim that Good Reason exists within sixty (60) days of the initial existence of any of the foregoing conditions; and the Company shall have thirty (30) days after the applicable party has received such notice to take such actions, if any, as the Company may deem appropriate to eliminate such claimed Good Reason (without thereby admitting that such Good Reason had occurred) (the “Cure Period”); and your termination of employment occurs within sixty (60) days following the end of the Cure Period. If the Company acts to eliminate such claimed Good Reason within the thirty (30) day period after receipt of your notice, then you shall not be deemed to be resigning for Good Reason under such facts.

Definition of Good Reason. For purposes of this Agreement, "Good Reason" shall mean your resignation from employment with the Company if any of the following actions are taken by the Company without your prior written consent:

Definition of Good Reason. “Good Reason” shall mean the occurrence of any one or more of the following without the Executive’s express written consent: # the assignment of the Executive to duties materially inconsistent with the Executive’s authority, duties, responsibilities, and status (including offices, titles, and reporting requirements) as an officer of the Company, or any other action that constitutes a material reduction in or alteration to the nature or status of the Executive’s authority, duties, or responsibilities, in each case from those in effect immediately prior to such reduction, provided that continued employment following a Change of Control with substantially the same responsibility with respect to the Company’s business and operations will not constitute “Good Reason”; # the Company conditions Executive’s continued service with the Company on Executive being transferred to a site of employment that would increase Executive’s one-way commute by more than 55 miles from Executive’s then current principal residence; # a reduction in the Executive’s then Base Salary by ten percent (10%) or more other than in connection with a commensurate reduction of the entire executive team; or # any material breach by the Company of any material provision of this Agreement.

Definition of Good Reason. For purposes of this Agreement, “Good Reason” shall mean: # a material reduction in the duties, powers or authority of the Executive as an officer or employee of the Company or # the relocation of the Company’s headquarters to a location more than thirty (30) miles outside of the [[Address A:Address]] metropolitan area, in either case, without the Executive’s consent. A termination shall be due to Good Reason only if # the Executive notifies the Company of the existence of the condition that otherwise constitutes Good Reason within thirty (30) days of the initial existence of the condition and # the Company fails to remedy the condition within thirty (30) days following it’s receipt of Executive’s notice of the condition constituting Good Reason (the “Cure Period”) and the Executive terminates employment with the Company due to the condition within thirty (30) days of the expiration of the Cure Period.

Definition of Good Reason. For purposes of this Section 10, the term “Good Reason” shall be defined to mean, without Executive’s written consent: # a reduction by Employer in Executive’s Base Salary or target Annual Bonus opportunity from the amounts set forth in this Agreement; # failure of Employer to provide an office to Executive, or Employer requiring Executive to work in an office that is more than thirty-five (35) miles from the location of the Employer’s principal executive offices at the time of this Agreement, except for required travel on business of the Employer to the extent substantially consistent with Executive’s business travel obligations, or # a material breach of the terms