Good Reason. The Executive’s employment may be terminated during the Employment Period by the Executive for Good Reason or by the Executive voluntarily without Good Reason. “Good Reason” means actions taken by the Company or an Affiliated Entity resulting in a material negative change in the employment relationship. For these purposes, a “material negative change in the employment relationship” shall include, without limitation:

Good Reason. The Executive’Executive's employment may be terminated during the Employment Period by the Executive for Good Reason or by the Executive voluntarily without Good Reason. “Good Reason” means actions taken by the Company or an Affiliated Entity resulting in a material negative change in the employment relationship. For these purposes, a “material negative change in the employment relationship”purposes of this Agreement, "Good Reason" shall include, without limitation:mean:

Good Reason. The Executive’Executive's employment may be terminated during the Employment Period by the Executive for Good Reason or byReason. For the Executive voluntarily without Good Reason. “Good Reason” means actions taken by the Company or an Affiliated Entity resulting in a material negative change in the employment relationship. For these purposes, a “material negative change in the employment relationship”sole and exclusive purposes of this Agreement, "Good Reason" shall include, without limitation:mean:

By the Executive. The Executive’s employment may be terminated during the Employment Period by the Executive for Good ReasonReason, or by the Executive voluntarily without Good Reason. “Good Reason” means actions taken by the Company or an Affiliated Entity resulting in a material negative change in the employment relationship. For these purposes, a “material negative change in the employment relationship”purposes of this Agreement, Good Reason shall include, without limitation:mean:

Resignation for Good Reason. The Executive’sExecutive can terminate his employment may be terminated duringwith the Company and the Period of Employment Period by the Executive for Good Reason or by the Executive voluntarily without Good Reason. “Good Reason” means actions takenthe occurrence of any of the following by the Company or an Affiliated Entity resulting in a material negative change inwithout the employment relationship. For these purposes, a “material negative change in the employment relationship” shall include, without limitation:Executive’s express written

Good Reason. The Executive’s employment may be terminated during the Employment PeriodWhen used with reference to a voluntary termination by the Executive for Good Reason or byof his/her employment with the Executive voluntarily without Good Reason.Company, “Good Reason” means actionsshall mean any of the following, if taken bywithout the Company or an Affiliated Entity resulting in a material negative change in the employment relationship. For these purposes, a “material negative change in the employment relationship” shall include, without limitation:Executive’s express written consent:

Definition of Good Reason. TheFor purposes hereof, “Good Reason” for Executive to terminate Executive’s employment hereunder shall mean the occurrence of any of the following events without Executive’s consent: # a material reduction in Executive’s salary or benefits (excluding the substitution of substantially equivalent compensation and benefits), other than as a result of a reduction in compensation affecting employees of the Company, or its successor entity, generally; # a material diminution in Executive’s duties or responsibilities, provided however, that, a mere change in title or reporting relationship alone shall not constitute “Good Reason”; or # relocation of Executive’s place of employment to a location more than 50 miles from the Company’s office location, provided, in each case, that if any of the events set forth above shall occur, Executive shall give written notice of such event to the Company, or its successor entity, within thirty (30) days following such event, and if such event is not cured within thirty (30) days from such notice (the “Cure Period”) Executive may be terminated during the Employment Period by the Executiveexercise Executive’s rights to resign for Good Reason or byReason, provided that if Executive has not exercised such right within forty- five (45) days of the expiration of the Cure Period Executive voluntarily without Good Reason. “Good Reason” means actions taken byshall be deemed to have agreed to the Company or an Affiliated Entity resulting in a material negative change in the employment relationship. For these purposes, a “material negative change in the employment relationship” shall include, without limitation:occurrence of such event.

Good Reason. The Executive’sReason Defined. Executive shall be considered to have terminated employment may be terminated duringhereunder for “Good Reason” if such termination of employment occurs on or within twenty-four (24) months after a Change in Control and is on account of any of the Employment Periodfollowing actions by the Executive for Good Reason or by the Executive voluntarilyEmployer without Good Reason. “Good Reason” means actions taken by the Company or an Affiliated Entity resulting in a material negative change in the employment relationship. For these purposes, a “material negative change in the employment relationship” shall include, without limitation:Executive’s express written consent: