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

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, 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; # 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 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 of this Agreement by Employer; provided that Executive has given Employer written 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” will mean any of the following to which the Employee will not consent in writing: # a relocation of the Employee’s principal work location to a location in excess of 40 miles from its then current location; # a reduction in the Employee’s then current Base Salary or Target Bonus, or both; # a material breach of any provision of this Agreement by the Company; or # any material reduction in the Employee’s title, authority, duties, responsibilities or reporting relationship from those in effect as of the commencement of the Executive Period, except [[Organization A:Organization]] extent such reduction occurs in connection with the Employee’s termination of employment for Cause or due [[Organization A:Organization]] Employee’s death or Disability.

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.

Good Reason means: # a material reduction (without the Executive’s express written consent) in Executive’s Position; # a reduction (without the Executive’s express written consent) in the Executive’s Base Salary; provided, however, a reduction in the Executive’s Base Salary of not more than twenty-five percent (25%) applied at the same time as the same percentage reduction is applied to the base salaries of all other senior executives shall not be deemed “Good Reason”; # a reduction in the Executive’s target annual bonus percentage set forth on Exhibit A; # the requirement that the Executive relocate without the Executive’s express written consent) to an employment location that is more than 50 miles from the Principal Office; or # the Company’s material breach (without Executive’s express written consent) of this Agreement; provided, that Executive has provided the Company written notice of the material breach and the Company has not cured such breach within fifteen (15) days following the date Executive provides such notice.

Definition of Good Reason. For purposes hereof, “Good Reason” shall mean any one of the following: # the material reduction of Executive’s base salary or target annual performance bonus, # the assignment to Executive of any duties materially and negatively inconsistent in any respect of Executive’s position (including status, offices, titles and reporting requirements), authority, duties or responsibilities, or any other action by the Company which results in a material diminution in such position, authority, duties or responsibilities (including without limitation a requirement to report to any person or entity other than the CEO); or # the Company’s material breach of this Agreement, provided, that, in each case, Executive will not be deemed to have Good Reason unless # Executive first provides the Company with written notice of the condition giving rise to Good Reason within 30 days of its initial occurrence, # the Company or the successor company fails to cure such condition within 30 days after receiving such written notice (the “Cure Period”), and # Executive’s resignation based on such Good Reason is effective within 30 days after the expiration of the Cure Period.

Definition of Good Reason. For purposes hereof, “Good Reason” shall mean that Executive has complied in all material respects with the “Good Reason Process” (hereinafter defined) following the occurrence of any of the following events, without Executive’s prior written consent: # a material reduction of Executive’s Annual Base Salary (unless pursuant to a salary reduction program applicable generally to the Company’s senior management employees); or # relocation of Executive’s principal place of employment to a place that increases Executive’s one-way commute by more than by more than seventy-five (75) miles as compared to Executive’s principal place of employment immediately prior to such relocation; or # a material reduction in Executive’s job title and primary duties, responsibilities and authorities, provided, however, that a change in job position (including a change in title) shall not be deemed a “material reduction” in and of itself unless Executive’s new duties are materially reduced from the prior duties.

Good Reason. The term “Good Reason” as used in this Agreement means the occurrence, without Executive’s consent, of # a material reduction in either Executive’s rate of Base Salary (as defined in Paragraph 3(a)) or Executive’s target or maximum bonus percentage (other than a reduction which does not exceed the percentage reduction of an across the board salary or bonus reductions (target, actual or maximum) for management employees); # any material reduction in the position, authority, or office of Executive with respect [[Organization A:Organization]], or in Executive’s responsibilities or duties for Company; # any action or inaction by Company that constitutes a material breach of the terms of this Agreement; or # any relocation of Executive’s principal place of work with Company [[Organization A:Organization]] a place more than fifty (50) miles from Company’s headquarters at the Effective Date; provided, however, that any such occurrence under clauses # – # above shall constitute Good Reason only if # Executive provides notice [[Organization A:Organization]] within thirty (30) days after the occurrence, # Company fails [[Organization A:Organization]] cure such occurrence within thirty (30) days after receipt of notice from Executive, and # Executive terminates employment within thirty (30) days following expiration of the cure period.

Good Reason. For purposes of this Agreement, “Good Reason” shall mean, without Executive's written consent: # there is a material reduction in Executive’s Base Salary or annual Bonus opportunity (except where there is a general reduction applicable to the management team generally of not more than 10% and such reduction is applied proportionately to similarly situated members of the management team); # there is a material reduction in Executive's overall responsibilities or authority, or scope of duties; # Executive is

Definition of Good Reason. For purposes hereof, “Good Reason” shall mean any one of the following: # the material reduction of Executive’s base salary or target annual performance bonus, # the assignment to Executive of any duties materially and negatively inconsistent in any respect of Executive’s position (including status, offices, titles and reporting requirements), authority, duties or responsibilities, or any other action by the Company which results in a material diminution in such position, authority, duties or responsibilities (including without limitation a requirement to report to any person or entity other than the CEO or the Board); or # the Company’s material breach of this Agreement, provided, that, in each case, Executive will not be deemed to have Good Reason unless # Executive first provides the Company with written notice of the condition giving rise to Good Reason within thirty (30) days of its initial occurrence, # the Company or the successor company fails to cure such condition within thirty (30) days after receiving such written notice (the “Cure Period”), and # Executive’s resignation based on such Good Reason is effective within thirty (30) days after the expiration of the Cure Period.