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” means the existence of any of the following, 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’s primary work location to a location more than 50 miles away; or # a material breach of the Agreement by the Company including, but not limited to, # the failure of the Company or its Affiliates to obtain the assumption of their obligations under this Agreement by any successor or assign as contemplated in Section 14.6 or # a material breach of this Agreement by the Company. For purposes of this definition, the Executive’s termination will not be considered to have been with Good Reason unless # he provides written notice to the Company of the condition constituting Good Reason within 90 days of the Executive having knowledge of its initial existence, # such condition remains uncured for at least 30 days following the Company’s receipt of such notice, and # the Executive actually terminates employment following the expiration of any cure period but within two years of the initial occurrence of such condition.

Good Reason Defined. For purposes of this Agreement, “Good Reason” shall exist 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 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 other senior level executives, # willfully fails to include the Executive in any incentive compensation plans, bonus plans, or other plans and benefits provided by the Company to other executive level executives, # materially reduces, decreases or diminishes the nature, status or duties and responsibilities of the Position from those in effect on the Effective Date, and such reduction, decrease or diminution is not reasonably related to or the result of an adverse change in the Executive’s performance of assigned duties and responsibilities, or # requires the Executive to # regularly perform the duties and responsibilities of the Position at, or # relocate the Executive’s principal place of employment to, a location which is more than fifty (50) miles from the location of the Executive’s principal place of employment as of the Effective Date. Notwithstanding the above, Good Reason shall not include the death, Disability or voluntary retirement of the Executive 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] unless the Executive provides notice to the Company of the existence of the event or condition within ninety (90) days of the initial existence of the event or condition, the Company fails to cure such event or condition within thirty (30) days of receiving the Employee’s initial notice, and the Executive terminates employment with a subsequent written notice to the Company after such thirty (30) day cure period but within ninety (90) days after the Executive provides the initial written notice to the Company of the existence of such event or condition. If requested by the Company, the Executive shall continue to work exclusively for the Company 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 Executive.

“Good Reason” means (i) a reduction by the Company or any of its Subsidiaries in Executive’s Base Salary or in his or her Target Bonus; (ii) a material diminution 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 its Subsidiaries under the Employment Agreement; and (v) any material failure 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 may resign for Good Reason only if (i) he or she has given the Company written notice of its breach within 90 days of the date that the Executive discovers such breach and (ii) the Company has not remedied such breach on or before the 30th day following the Company’s receipt of such notice.

Definition of “Good Reason”. As used herein, a “Good Reason” shall mean the occurrence of any of the following events without Executive’s written consent: # relocation of Executive’s principal business location to a location more than fifty (50) miles from Executive’s then-current business location; # a material diminution in Executive’s duties, authority or responsibilities; # a material reduction in the Executive’s Base Salary (other than as a result of a broad based reduction of salary similarly affecting other Company executives having comparable rank, authority and seniority); or # any material breach of this Agreement by the Company; provided that # Executive provides Company with written notice that Executive intends to terminate Executive’s employment hereunder for one of the grounds set forth in this Section 2(e) within thirty (30) days of such ground occurring, # if such ground is capable of being cured, the Company has failed to cure such ground within a period of thirty (30) days from the date of such written notice, and # Executive terminates Executive’s employment within sixty-five days from the date that Good Reason first occurs. For purposes of clarification, the above-listed conditions shall apply separately to each occurrence of Good Reason and failure to adhere to such conditions in the event of Good Reason shall not disqualify Executive from asserting Good Reason for any subsequent occurrence of Good Reason. For purposes of this Agreement, “Good Reason” shall be interpreted in a manner, and limited to the extent necessary, so that it shall not cause adverse tax consequences for either party with respect to [Section 409A] (“[Section 409A]”) of the Internal Revenue Code of 1986, as amended (the “Code”) and any successor statute, regulation and guidance thereto.

“Good Reason” means any of the following actions taken by the Company without your consent: (i) the Company’s breach of any material obligations to you under this letter agreement or any other material agreement to which you and the Company are parties; (ii) a requirement by the Company that you relocate your principal employment responsibilities to a location that is more than 50 miles from the location at which your principal employment responsibilities are then being performed; (iii) an adverse change in your reporting relationship, authority or areas of responsibility as are commensurate with your position; provided, however, that it shall not be considered “Good Reason” if, following a Change in Control, either (a) the Company continues as a separate legal entity or business unit and you hold the same position in such legal entity or business unit as you held before such Change in Control, or (b) you hold a position with authority, duties, function or responsibilities comparable (though not necessarily identical, in view of the relative sizes of the Company and the entity involved in the Change in Control) to those that you held prior to such Change in Control; or (iv) a material reduction in your base salary, except in the case of across-the-board salary reductions based on the Company’s financial performance and similarly affecting all other executives of the Company at your level of employment; provided, however, that no such action taken by the Company shall constitute Good Reason unless (A) you provide written notice to the Chief Executive Officer of the Company stating your objection to such action not later than 30 days after it initially occurs, (B) the Company shall have failed to remedy such action within 30 days after receipt of such notice and (C) you resign from employment within 60 days after the expiration of such remediation period.

“Good Reason” means any act, decision or omission by ​ that: # materially modifies, reduces, changes, or restricts Employee’s base salary as in existence as of the Effective Date or as of the date prior to any such change, whichever is more beneficial for Employee at the time of the act, decision, or omission by ​; # materially modifies, reduces, changes, or restricts the Employee’s Health and Welfare Benefits as a whole as in existence as of the Effective Date hereof or as of the date prior to any such change, whichever are more beneficial for Employee at the time of the act, decision, or omission by ​; # materially modifies, reduces, changes, or restricts the Employee’s authority, duties, or responsibilities commensurate with the Employee’s Position but excluding the effects of any reductions in force other than the Employee’s own termination; # relocates the Employee’s primary place of employment without Employee’s consent from Employee’s Primary Work Location to any other location in excess of a fifty (50) mile radius from the Employee’s Primary Work Location other than on a temporary basis or requires any such relocation as a condition to continued employment by Company; # constitutes a failure or refusal by any Company Successor to assume this Agreement; or # involves or results in any material failure by ​ to comply with any provision of this Agreement, other than an isolated, insubstantial and inadvertent failure not occurring in bad faith and which is remedied by ​ promptly after receipt of written notice thereof given by the Employee. Notwithstanding the foregoing, no event shall constitute “Good Reason” unless # the Employee first provides written notice to ​ within ninety (90) days of the event(s) alleged to constitute Good Reason, with such notice specifying the grounds that are alleged to constitute Good Reason, and # ​ fails to cure such a material breach to the reasonable satisfaction of the Employee within thirty (30) days after Company’s receipt of such written notice.

“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.

“Good Reason” means (i) a reduction by the Company or any of its Subsidiaries in Executive’s Base Salary or in his or her Target Bonus; (ii) a material diminution 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 its Subsidiaries under the Employment Agreement; and (v) any material failure 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 may resign for Good Reason only if (i) he or she has given the Company written notice of its breach within 90 days of the date that the Executive discovers such breach and (ii) the Company has not remedied such breach on or before the 30th day following the Company’s receipt of such notice.

“Good Reason” shall mean, in each case to the extent not consented to by Employee: # a breach by the Company of any material provision of his employment agreement or any other agreement between Employee and the Company; # a material reduction of the Employee’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 constituting 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 receipt of said written notice by the Company, the Company 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).”