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.

Definition of Good Reason. “Good Reason” shall mean the occurrence of any one or more of the following without the Executive’s express written consent: # the assignment of the Executive to duties materially inconsistent with the Executive’s authority, duties, responsibilities, and status (including offices, titles, and reporting requirements) as an officer of the Company, or any other action that constitutes a material reduction in or alteration to the nature or status of the Executive’s authority, duties, or responsibilities, in each case from those in effect immediately prior to such reduction, provided that continued employment following a Change of Control with substantially the same responsibility with respect to the Company’s business and operations will not constitute “Good Reason”; # the Company conditions Executive’s continued service with the Company on Executive being transferred to a site of employment that would increase Executive’s one-way commute by more than 55 miles from Executive’s then current principal residence; # a reduction in the Executive’s then Base Salary by ten percent (10%) or more other than in connection with a commensurate reduction of the entire executive team; or # any material breach by the Company of any material provision of this Agreement.

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.

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 Effective Date, 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 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 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 Board 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.

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 Effective Date, except to the extent such reduction occurs in connection with the Employee’s termination of employment for Cause or due to the Employee’s death or Disability.

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 Effective Date, 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 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”. As used herein, “Good Reason” shall mean: # relocation of Executive’s principal business location to a location more than thirty (30) miles from Executive’s then-current business location; # a material diminution in Executive’s duties, authority or responsibilities; # a material reduction in Executive’s Base Salary; or # willful and material breach by Company of its covenants and/or obligations under this Amended Agreement; provided that, in each of the [foregoing clauses (i) through (iv)] (A) Executive provides Company with written notice that Executive intends to terminate Executive’s employment hereunder for one of the grounds set forth in this Section 2(e) within thirty (30) days of such ground occurring, # if such ground is capable of being cured, Company has failed to cure such ground within a period of thirty (30) days from the date of such written notice, and # Executive terminates by written notice Executive’s employment within sixty-five (65) days from the date that Executive provides the notice contemplated by [clause (A) of this Section 2(e)]. For purposes of clarification, the above-listed conditions shall apply separately to each occurrence of Good Reason, and failure to adhere to such conditions in the event of Good Reason shall not disqualify Executive from asserting Good Reason for any subsequent occurrence of Good Reason. In addition, Executive may terminate his or her employment for Good Reason within one (1) year following a Change of Control (as defined below) if, after the Change of Control, Executive is not an executive of the parent company, provided that Executive’s roles, responsibilities and scope of authority within the subsidiary is not comparable to Executive’s roles, responsibilities and scope of authority with Company prior to the Change of Control. For purposes of this Amended Agreement, “Good Reason” shall be interpreted in a manner, and limited to the extent necessary, so that it shall not cause adverse tax consequences for either party with respect to [Section 409A] (“[Section 409A]”) of the Internal Revenue Code of 1986, as amended (the “Code”) and any successor statute, regulation and guidance thereto.

Definition of “Good Reason”. For purposes of this Agreement, “Good Reason” and “Resignation for Good Reason” are defined as: