Definition of Good Reason. For purposes of this Policy, the term “Good Reason” shall mean any one or more of the following events or actions which are taken without the express, voluntary consent of the Eligible Executive: # a material reduction in the Eligible Executive’s base salary, other than a broad-based reduction of base salaries of all similarly situated executives of the Surviving Corporation or subsidiary, as applicable, unless such broad-based reduction only applies to former executives of Oncor; # a material reduction in the aggregate level or value of benefits for which the Eligible Executive is eligible, immediately prior to the Change in Control, other than a broad-based reduction applicable on a comparable basis to all similarly situated executives; # a material reduction in the Eligible Executive’s authority, duties, responsibilities or title, including a material reduction in the budget over which the Eligible Executive retains authority; # the Eligible Executive is required to permanently relocate outside of a fifty (50) mile radius of the Eligible Executive’s principal residence in order to perform his or her duties hereunder; # the Eligible Executive is asked or required to resign in connection with a Change in Control and does so resign; or # an adverse change in the Eligible Executive’s # reporting level or responsibilities, # title and/or scope of responsibility, # management authority, or # the scope or size of the business or entity for which the Eligible Executive had responsibility, in each case as in effect immediately prior to the effective time of a Change in Control.

“Good Reason” means (i) a reduction by the Company or any of its Subsidiaries in Executive’s Base Salary or in his or her Target Bonus; (ii) a material diminution in the Executive’s position with the Company, such that the Executive is required to perform duties and responsibilities following the Change in Control which would have been assigned to a position that would have been below the level of Vice President under the title structure in effect at the Company immediately prior to the Change in Control; (iii) the relocation of Executive’s principal place of employment to a geographic location greater than fifty (50) miles from Executive’s Principal Place of Employment (as defined in the Employment Agreement) immediately prior to the Change in Control, (iv) the occurrence of a Change in Control in which the acquiror does not assume the obligations of the Company or its Subsidiaries under the Employment Agreement; and (v) any material failure by the Company or any Subsidiary to pay the Executive any compensation when otherwise due under the terms of the Employment Agreement; provided, however, that Executive may resign for Good Reason only if (i) he or she has given the Company written notice of its breach within 90 days of the date that the Executive discovers such breach and (ii) the Company has not remedied such breach on or before the 30th day following the Company’s receipt of such notice.

“Good Reason” means (i) a reduction by the Company or any of its Subsidiaries in Executive’s Base Salary or in his or her Target Bonus; (ii) a material diminution in the Executive’s position with the Company, such that the Executive is required to perform duties and responsibilities following the Change in Control which would have been assigned to a position that would have been below the level of Vice President under the title structure in effect at the Company immediately prior to the Change in Control; (iii) the relocation of Executive’s principal place of employment to a geographic location greater than fifty (50) miles from the Company’s headquarters immediately prior to the Change in Control, (iv) the occurrence of a Change in Control in which the acquiror does not assume the obligations of the Company or its Subsidiaries under the Employment Agreement; and (v) any material failure by the Company or any Subsidiary to pay the Executive any compensation when otherwise due under the terms of the Employment Agreement; provided, however, that Executive may resign for Good Reason only if (i) he or she has given the Company written notice of its breach within 90 days of the date that the Executive discovers such breach and (ii) the Company has not remedied such breach on or before the 30th day following the Company’s receipt of such notice.

. Good Reason means any of the following: # a material reduction in the Grantee’s base salary, unless such reduction is effected contemporaneously or in conjunction with a broader reduction in pay of other senior executives; # a material reduction in the Grantee’s incentive compensation participation level (target incentive as a percentage of base salary) from what it has been at any time within the immediately preceding three years, unless such reduction is effected contemporaneously or in conjunction with a broader reduction in senior executive pay or incentive pay for other senior executives; # a material change in the equity compensation benefits available to the Grantee, unless such change is effected contemporaneously or in conjunction with a broader change in equity compensation benefits available to other senior executives; provided that the imposition of performance targets for the Grantee’s equity compensation benefits shall not give rise to Good Reason, nor shall any difference in performance targets for equity compensation benefits provided to the Grantee and other senior executives constitute Good Reason; # the imposition of a change, not previously approved by the Grantee, that the Grantee’s primary office location (where he is required to be physically present for the majority of time when he is not engaged in work-related travel) increase his one-way commuting distance by more than 20 miles; # the imposition of a requirement by the Board of Directors or other authority to whom the Grantee reports, without the approval of the Grantee, that increases the number of days of his international travel by more than ten percent (10%) from the average of such travel days during the immediately preceding two years; # the imposition by the Board of Directors or other authority to whom the Grantee reports of a work schedule that results in the Grantee becoming a tax resident in the United States or in any individual state within the United States; # failure of the Board of Directors to recommend the Grantee for reelection to the Board when his term expires unless such failure is prompted by legal or corporate governance considerations; or # if, at any time on or after the one year anniversary of a Change in Control but prior to the third anniversary of the Change in Control, there is a change in the composition of the Board of Directors to whom the Grantee reports so that a majority of such Board is composed of individuals who were not directors immediately prior to the Change in Control.

Definition of Good Reason. For purposes of this Agreement, “Good Reason” shall mean the occurrence of any of the following events without Executive’s consent: # the assignment to the Executive of duties that are significantly different from, and/or that result in a substantial diminution of, the duties that he assumed on the Effective Date (including reporting to anyone other than solely and directly to the Board); # the assignment to the Executive of a title that is different from and subordinate to the title Chief Executive Officer of the Company; provided, however, for the absence of doubt following a Change of Control, should the Executive be required to serve in a diminished capacity in a division or unit of another entity (including the acquiring entity), such event shall constitute Good Reason regardless of the title of the Executive in such acquiring company, division or unit; or # material breach by the Company of this Agreement.

“Good Reason” shall mean, without an Eligible Executive’s written consent, # a reduction of more than ten percent (10%) in the Eligible Executive’s annual base salary and annual bonus target opportunity as in effect immediately prior to the date of the Change in Control; # the Eligible Executive’s mandatory relocation to an office more than fifty (50) miles from the primary location at which Eligible Executive is required to perform Eligible Executive’s duties immediately prior to the date of the Change in Control; or # a material reduction in the Eligible Executive’s responsibilities, duties or authority as in effect immediately prior to the date of the Change in Control. In each case, Eligible Executive must provide the Company with notice of the facts giving rise to a claim that “Good Reason” exists within 90 days of the initial existence of such Good Reason event, and the Company shall have a right to remedy such event within 30 days after receipt of Eligible Executive’s notice. The Eligible Employee must resign within twenty-four months from the occurrence of the event giving rise to Good Reason. It is intended that terminations for Good Reason under the Plan qualify as involuntary terminations under Code section 409A and this definition shall be interpreted consistent with that intent.

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.

Good Reason. For purposes of this Agreement, “Good Reason” shall mean that the Executive has complied with the “Good Reason Process” (hereinafter defined) following the occurrence of any of the following events: # a material diminution in the Executive’s responsibilities, authority and function, an adverse change to Executive’s job title, or a change in Executive’s reporting relationship that results in the Executive no longer reporting directly to the CEO; # a material reduction in Base Salary except pursuant to a salary reduction program affecting substantially all of the employees of the Company, provided that it does not adversely affect the Executive to a greater extent than other similarly situated employees; # a material change in the principal geographic location at which the Executive provides services to the Company outside of the Greater Boston, Massachusetts area; or # the material breach of this

“Good Reason” shall mean Executive has complied with the “Good Reason Process” (hereinafter defined) following the occurrence of any of the following events without the written consent of Executive: # the assignment to Executive of duties inconsistent with, or the removal of duties material to the usual and customary performance of, Executive’s position (including status, offices, titles, and reporting requirements), authority, duties, or responsibilities, excluding for this purpose an isolated, insubstantial, and inadvertent action not taken in bad faith and which is remedied by the Company promptly after receipt of written notice thereof given by Executive; # a reduction in base salary of 10% or more, except for an across-the-board reduction of not more than 10% per person, and applicable to all employees of the Company; # a material reduction in aggregate benefits available to Executive; or # the relocation of the office at which Executive is principally employed to a location more than thirty (30) miles from such office.