Definition of Good Reason. For 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 exercise Executive’s rights to resign for Good Reason, provided that if Executive has not exercised such right within forty- five (45) days of the expiration of the Cure Period Executive shall be deemed to have agreed to the occurrence of such event.

Definition of Good Reason. For purposes of this Agreement, “Good Reason” means the occurrence of any one or more of the following, in each case without your written consent:

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

Definition of Good Reason. For purposes of this Agreement, “Good Reason” shall mean: # a material reduction in the duties, powers or authority of the Executive as an officer or employee of the Company or # the relocation of the Company’s headquarters to a location more than thirty (30) miles outside of the [[Address A:Address]] metropolitan area, in either case, without the Executive’s consent. A termination shall be due to Good Reason only if # the Executive notifies the Company of the existence of the condition that otherwise constitutes Good Reason within thirty (30) days of the initial existence of the condition and # the Company fails to remedy the condition within thirty (30) days following it’s receipt of Executive’s notice of the condition constituting Good Reason (the “Cure Period”) and the Executive terminates employment with the Company due to the condition within thirty (30) days of 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.

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”. 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” 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.