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

Good Reason. When used with reference to a voluntary termination by the Executive of his/her employment with the Company, “Good Reason” shall mean any of the following, if taken without the Executive’s express written consent:

Good Reason. Employment with the Company may be regarded as having been constructively terminated by the Company, and Executive may therefore terminate her employment for “Good Reason” within 30 days following the expiration of any Company cure period (as described below) and thereupon become entitled to the benefits of Sections 9(a)(i) below, if one or more of the following events (described in [clauses (i) through (iii)] below) shall have occurred without Executive’s prior written consent. Executive will not resign for “Good Reason” without first providing the Company with written notice of the acts or omissions constituting the grounds for “Good Reason” within 90 days of the initial existence of such grounds for “Good Reason” and a reasonable cure period of 30 days following the date of such notice, provided that such grounds for “Good Reason” can be adequately cured.

Good Reason. If the Participant is a party to an employment agreement, change in control employment agreement, or other services agreement with the Company or an Affiliate and such agreement provides for a definition of Good Reason, the definition contained in the agreement. If no such agreement exists or if such agreement does not define Good Reason, the definition of Good Reason contained in the Award Agreement. In all other cases, Good Reason shall mean the occurrence of one or more of the following without the Participant’s express written consent, which circumstances are not remedied by the Company within thirty (30) days of its receipt of a written notice from the Participant describing the applicable circumstances (which notice must be provided by the Participant within ninety (90) days of the Participant’s knowledge of the applicable circumstances): # any material, adverse change in the Participant’s duties, responsibilities, authority, title, status or reporting structure; # a material reduction in the Participant’s base salary or bonus opportunity unless any such base salary or bonus opportunity reduction is proportionate to reductions in base salaries or bonus opportunities of other similarly situated employees of the Company; or # a geographical relocation of the Participant’s principal office location by more than thirty (30) miles.

Good Reason. For purposes of this Agreement, “Good Reason” means: # a material reduction or adverse change in Executive’s title, position, duties or compensation without Executive’s prior express written consent; and # any other material breach by the Company of its obligations hereunder, which breach remains uncured for thirty (30) days following written notice to the Company of such breach, which notice specifies in reasonable detail the nature of such breach.

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:

Definition of Cause. For purposes hereof, “Cause” means: # Executive’s failure to perform Executive’s assigned duties or responsibilities as an officer of the Company (other than a failure resulting from Executive’s Disability (as defined herein) after notice thereof from the Company describing Executive’s failure to perform such duties or responsibilities; # Executive’s engaging in any act of dishonesty, fraud or misrepresentation; # Executive’s violation of any federal or state law or regulation applicable to the business of the Company or its affiliates; # Executive’s breach of any confidentiality agreement or invention assignment agreement between Executive and the Company (or any affiliate of the Company); or # Executive’s commission of, or entering a plea of nolo contendere to, any crime or committing any act of moral turpitude.

Definition of Disability. For purposes hereof, “Disability” has the meaning set forth under the long-term disability policy of the Company or a related entity to which Executive provides services regardless of whether Executive is covered by such policy. If the Company or the related entity to which Executive provides service does not have a long-term disability plan in place, “Disability” means that Executive is unable to carry out the responsibilities and functions of the position held by Executive by reason of any medically determinable physical or mental impairment for a period of not less than ninety (90) consecutive days. Executive will not be considered to have incurred a Disability unless Executive furnishes proof of such impairment sufficient to satisfy the Board in its discretion.

Definition of Terms. The following terms referred to in this Agreement shall have the following meanings:

Definition and Access. Employee acknowledges that performance of Employee’s duties under this Agreement necessarily involves access to and familiarity with highly sensitive, confidential, and proprietary information of Company which includes, without limitation, information about Company’s products, formulations, product strategies, product development and production processes, customers and prospective customers, the buying patterns and needs of customers and prospective customers, vendors and suppliers, pricing, quoting, costing systems, billing and collection procedures, proprietary software and the source code thereof, financial and accounting data, data processing and communications, technical data, marketing concepts and strategies, business plans, mergers and acquisitions, research and development of new or improved products and services, and general know-how regarding the business of Company and its products (collectively referred to herein as “Confidential Information”).