“Good Reason” is used herein as defined in the Plan, but with the modification that the definition of Good Reason only for this Agreement does not require that such events or actions defined as Good Reason occur within twenty-four months of a Change in Control.

“Good Reason” means the occurrence, during the two-year period commencing on the date of a Change in Control, of any of the following without a Participant’s written consent, in each case, when compared to the arrangements in effect immediately prior to the Change in Control:

For purposes of this Agreement, “Good Reason” shall mean, without your express written consent, the occurrence after a Change in Control of any one or more of the following conditions, which condition continues without timely and complete remedy by the Corporation after notice, as provided below: