Good Reason. “Good Reason” means the existence of one or more of the following conditions without your 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 within 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.

Good Reason. For purposes of this Agreement, “Good Reason” shall mean:

Good Reason. The term “Good Reason” means the satisfaction of all of the following requirements:

Good Reason. For purposes of this Agreement, a termination for "Good Reason" means a termination by Employee based upon the occurrence (without Employee's express written consent) of any of the following:

Good Reason. A Participant’s voluntary termination of employment within the ninety (90) day period following the initial existence of one (1) or more of the following conditions arising without the Participant’s consent:

Good Reason. For purposes of this Agreement, the Executive shall have "Good Reason" to terminate his employment during the Term of this Agreement only if:

Good Reason. “Good Reason” means, without Executive’s express written consent, the occurrence of any one or more of the following:

Definition of Terms. All capitalized terms contained herein and not otherwise defined shall be defined as provided in the Employment Agreement.

Definition of Disability. For purposes of this Agreement, “Disability” means that the Grantee # is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, or # is, by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, receiving income replacement benefits for a period of not less than three months under an accident and health plan, or disability plan, covering employees of the ​ or a Subsidiary.

Definition of Retirement. For purposes of this Agreement, “Retirement” means a voluntary termination of the Grantee’s employment for any reason more than 179 days after the Grant Date; provided, that as of the date of such termination, the Grantee: # has at least ten years of service as an employee of the ​ or a Subsidiary; # has attained the age of 60; and # has not, as of the Payment Date, obtained substantial employment or service as a consultant to any person or entity (other than with the ​ or its Subsidiaries) engaged in the business of the ​ or its Subsidiaries.