Definition of “Good Reason.” “Good Reason” shall, if you have an employment agreement with the Company, have the meaning set forth in your employment agreement. If you do not have an employment agreement with the Company, “Good Reason” means the existence of one or more of the following conditions without your written consent, so long as you provided written notice to the Company of the existence of the condition not later than 90 days after the initial existence of the condition, the condition has not been remedied by the Company within

Definition of “GoodGood Reason.” “Good Reason” shall, if If you have anare a party to a severance or employment agreement with the Company, Good Reason shall have the meaning set forth in your employment agreement.therein. If you doare not have ana party to a severance or employment agreement with the Company, “Good Reason” meansGood Reason shall mean, without your express written consent, the existenceoccurrence of one or moreany of the following conditions without your written consent, so long ascircumstances, provided you provided writtengive notice to the Company of the existence of the condition not later thanyour intent to terminate your employment for Good Reason within 90 days after the initial existencenotice to you of the condition, the condition hassuch circumstances and such circumstances are not been remediedfully corrected by the Company or any Subsidiary or Affiliate within 30 days after your notice:

Definition of “GoodGood Reason.” “Good Reason” shall, if you have an employment agreement with the Company, have the meaning set forth infor Termination of your employment agreement. If you do not have an employment agreement withwill mean the Company, “Good Reason” means the existence of one or more of the following conditionsoccurrence, without your written consent, so long asof any one of the following, provided that, you provided written noticehave given Notice of Termination to the Company of the existence of the condition not later thanwithin 90 days after the initial existence of the condition,condition giving rise to your asserted Good Reason, and the conditionCompany has not been remediedfailed to fully correct the Good Reason by your Date of Termination (which must be at least 30 days after the Notice is given, specified in the Notice of Termination (such correction by the Company having the effect of canceling such Notice and the resulting Termination), and your Termination occurs within one year after the initial existence of circumstances constituting Good Reason:

Definition of “GoodGood Reason.” “Good Reason” shall, if you have an employment agreement with the Company, have the meaning set forth in your employment agreement. If you do not have an employment agreement with the Company, “Good Reason” means the existence of one or more of the following conditions without your written consent, so long as you provided written notice to the Company of the existence of the condition not later than 90 days after the initial existence of the condition, the condition has not been remedied bywithin 30 after receipt of such notice, and you terminate your employment with the Company within 140 days of the initial existence of the condition: # the failure of the Company to pay any material amount due to you under a prevailing Employment Agreement; # a meaningful diminution, without Cause, as defined above, in your responsibilities or job functions unless approved by you; # a material reduction in your total compensation potential as defined by annual base salary and cash compensation targets; or # your relocation to an office location greater than 50 miles from your office location at the time of a Change in Control.

Definition of “Good Reason.” “Good Reason” shall, if you have an employment agreement with the Company, have the meaning set forth in your employment agreement. If you do not have an employment agreement with the Company, “Good“Good Reason” means the existenceoccurrence of one or moreany of the following conditions without your written consent, so long as you provided written notice to the Company of the existence of the condition not later than 90 days after the initial existence of the condition, the condition has not been remediedconsent: # 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.

Definition of “Good Reason.” “Good“Good Reason” shall, if you have an employment agreement with the Company,shall have the meaning set forthgiven to such term in your employment agreement. If you do not have an employment agreement, severance or change in control agreement withor, if there is no such agreement or if it does not define Good Reason, then Good Reason shall mean the Company, “Good Reason” means the existenceoccurrence of any one or more of the following conditions without yourfollowing, in the absence of Employee’s written consent, so long as you provided written notice to the Company of the existence of the condition not later than 90 days after the initial existence of the condition, the condition has not been remedied by the Company withinconsent:

Definition“Good Reason” shall mean, in each case to the extent not consented to by Employee: # a breach by the Company of “Good Reason.” “Good Reason” shall, if you have anany material provision of his employment agreement withor any other agreement between Employee and the Company, have the meaning set forth in your employment agreement. If you do not have an employment agreement with the Company, “Good Reason” means the existence of one or moreCompany; # a material reduction of the following conditions without your written consent, so long as you provided written notice toEmployee’s duties or responsibilities; or # a reduction of the Employee’s Base Salary. Notwithstanding the foregoing, no action by the Company shall constitute Good Reason unless and until: # the Company shall have received, within thirty (30) days of the commencement of the existence of the condition not later than 90constituting Good Reason, written notice from the Employee alleging that such Good Reason exists and setting forth the basis therefore in reasonable detail; # within thirty (30) days after the initial existencereceipt of said written notice by the condition,Company, the condition has not been remedied byCompany shall have failed to cure or correct the circumstances giving rise to such Good Reason; and # Employee terminates his employment upon written notice to the Company within five (5) days after expiration of such period referenced in (B).”

Definition of “GoodGood Reason.” “Good Reason” shall, if For purposes of this Agreement, “Good Reason” shall mean you have an employment agreement with the Company, have the meaning set forth in your employment agreement. If you do not have an employment agreement with the Company, “Good Reason” means the existence ofresign within ninety (90) days after one or more of the following conditions has come into existence without your written consent, so long as you provided written notice to the Companyconsent: # a reduction in your base salary by more than 10% (other than in connection with similar decreases of other comparable employees of the existenceCompany); # a material diminution of the condition not later than 90 days after the initial existence of the condition, the condition has not been remedied by the Company within your authority, duties or responsibilities; provided, however, that a change in your position following a Change [[Person A:Person]]