Good Reason. “Good Reason” shall have the meaning set forth in the Participant’s employment agreement, or if not so defined, shall mean the occurrence, without the Participant’s express written consent, of # an adverse change in the Participant’s employment title; # a material diminution in the Participant’s employment duties or responsibilities or authority, or the assignment to the Participant of duties that are materially inconsistent with the Participant’s position; # any reduction in base salary or target annual bonus opportunity; # any breach by the Company of any material provision of this Agreement or any other material agreement between the Participant and the Company; or # a material diminution in the Participant’s reporting line.

“Good Reason” means, with respect to a Participant, except as otherwise provided in a separate agreement between the Participant and the Company, # a material diminution in the Participant’s responsibilities, authority or duties, # a material reduction in the Participant’s base salary and bonus opportunity, or # a material change in the geographical location at which the Participant provides services to the Company, and in any case, the Company fails to take corrective action within 30 days after the Participant notifies the Company of the event giving rise to “Good Reason.”

Section # “Good Reason” means # a material diminution in annual base salary or annual target cash incentive opportunity, title, authority, duties or responsibilities with the Company or its Affiliates, including, without limitation, the assignment to the Participant of any duties and responsibilities that are materially inconsistent with the Participant’s title, authority, duties or responsibilities, or # a material change (more than 100 miles) in the geographic location where the Participant is employed, provided that, in each case, the Participant has given written notice to the Company or an Affiliate of the existence of these conditions within fourteen (14) days of the initial existence of the conditions and the Company or such an Affiliate has been given at least sixty (60) days following the Company’s receipt of such notice to cure the conditions.

“Good Reason” means, as a reason for a Participant’s resignation from employment, the occurrence of any of the following without the consent of the Participant: # a material reduction by the Company or an Affiliate in the Participant’s Base Salary or Target Annual Bonus as in effect on the Effective Date or as the same may be increased from time to time (other than an overall reduction in salaries or target annual bonuses of 10% or less that affects substantially all of the Company’s full-time employees); # a material diminution in the Participant’s authority, duties or responsibilities (a “Material Diminution”) (for the sake of clarity, # a change in reporting structure by itself does not constitute a Material Diminution, # a change to a different position that is of comparable status within the Company does not constitute a Material Diminution, # any changes generally implemented with regard to a broad group of senior executives does not constitute a Material Diminution, and # any change consented to by the Participant is not a Material Diminution); # a material change in the geographic location at which the Participant is required to perform services (it being agreed that a required relocation of more than 50 miles shall be material); # a material breach by the Company of the Plan or the Participant’s acknowledgment and agreement regarding participation in the Plan; or # any failure by the Company to comply with Section 10.7 of the Plan. A termination by a Participant shall not constitute termination for Good Reason unless the Participant shall first have delivered to the Company, not later than 90 days after the initial occurrence of an event deemed to give rise to a right to terminate for Good Reason, written notice setting forth with specificity the occurrence of such event, and there shall have passed a reasonable time (not less than 30 days) within which the Company may take action to correct, rescind or otherwise substantially reverse the occurrence supporting termination for Good Reason as identified by the Participant.

“Good Reason” shall mean: # a material diminution in Participant’s authority, duties, or responsibilities; # a material change in geographic location where services are provided (the Company has determined this is any requirement by the Company or an Affiliate that Participant move to a location more than fifty (50) miles away from Participant’s regular office location); or # a material diminution in base salary, bonus or incentive opportunity. Good Reason shall not exist if # Participant expressly consents to such event in writing, # Participant fails to object in writing to such event within sixty (60) days of its effective date, or # Participant objects in writing to such event within sixty (60) days of its effective date but the Company cures such event within thirty (30) days after written notice from Participant. The written notice must describe the basis for Participant’s claim of Good Reason and identify what reasonable actions would be required to cure such Good Reason.

“Good Reason” has the meaning assigned to such term in the Participant’s employment agreement with the Company or a Subsidiary as then in effect, if any.

"Good Reason" shall mean the occurrence of any of the following, in each case without your written consent: (1) any reduction in your target compensation or any failure to pay any compensation when due; (2) any material breach by the Company of any material provision of this letter or any material provision of any other agreement between you and the Company; (3) a material, adverse change in your title, authority, duties, responsibilities or reporting relationships (other than temporarily while the you are physically or mentally incapacitated or as required by applicable law).

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" has the meaning set forth in any employment agreement, or, if none, in any change in control agreement, then in effect between the Participant and the Company or a subsidiary, if applicable, and, if the Participant has no such agreement or if such agreement does not define the term, "Good Reason" means # a material diminution in the Participant's authority, duties or responsibilities; # a material diminution in the Participant's base compensation; or # a relocation of the primary location at which the Participant must perform services to a location that is more than fifty (50) miles away. The Participant is required to provide notice to the Company of the existence of a condition described in this Section 2.1(o) within a ninety (90) day period of the initial existence of the condition, upon the notice of which the Company shall have thirty (30) days to remedy the condition. If the condition is remedied within thirty (30) days, then "Good Reason" does not exist. If the condition is not remedied within thirty (30) days, then the Participant must resign within ninety (90) days of the expiration of the remedy period.

“Good Reason” shall mean: # Participant receives a material demotion in status or duties; or # any requirement by the Company that Participant move his regular office to a location more than 50 miles from the Company office at which Participant then was located immediately prior to a Change in Control; or # a material diminution in Participant’s base salary as in effect immediately prior to a Change in Control or as the same may be increased from time to time during the term of this Award Agreement.