Good Reason. For purposes of this Agreement, the Executive shall have "Good Reason" to terminate his employment during the Term of this Agreement only if:

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

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:

Good Reason Defined. Executive shall be considered to have terminated employment hereunder for “Good Reason” if such termination of employment occurs on or within twenty-four (24) months after a Change in Control and is on account of any of the following actions by the Employer without Executive’s express written consent:

Good Reason Defined. “Good Reason” hereunder means [[Organization A:Organization]] occurrence of any of [[Organization A:Organization]] following events without Employee’s consent:

Good Reason Termination. You may terminate your employment hereunder for “Good Reason” at any time during the Original Employment Term upon written notice to [[Organization A:Organization]] not more than thirty (30) calendar days after you become aware of the occurrence of the event constituting Good Reason; provided, however, that in the case of an event described in clause (viii) below, such written notice shall be provided not earlier than ninety (90) days following the occurrence of such event. Such notice shall state an effective date no earlier than thirty (30) calendar days after the date it is given. [[Organization A:Organization]] shall have thirty (30) calendar days from the giving of such notice within which to cure and within which period you cannot terminate your employment under this Agreement for the stated reasons and, if so cured, after which you cannot terminate your employment under this Agreement for the stated reasons; provided, however, that this sentence shall not apply with respect to events which by their nature cannot be cured (it being understood that the occurrence of an event described in paragraph 10(b)(i), 10(b)(ii), 10(b)(iv)(D), 10(b)(viii) or 10(b)(x) shall be considered an event of the type which by its nature cannot be cured). “Good Reason” shall mean, without your prior written consent, other than in connection with the termination of your employment for Cause (as defined above) or incapacity (as set forth in paragraph 9) or as a result of your death:

For “Good Reason.” “Good Reason” shall be deemed to exist upon # the Company’s reduction of the annual base compensation payable to the Executive (either the current base compensation or the compensation set forth in this Agreement, whichever is greater); # the relocation of the place of business at which the Executive is principally located to a location that is outside of the greater Los Angeles, California area; # the failure of the Company to comply with a material term of this Agreement; or # significant reduction in the Executive’s duties or responsibilities, inconsistent in any material respect with his current position (provided that removal of the Executive following a Change of Control as the Senior Vice President of Content so long as he serves in a similar role at any continuing [[Organization A:Organization]] (or [[Organization B:Organization]]) subsidiary, division or group of the surviving company shall not constitute a significant reduction in the Executive’s duties or responsibilities under this Agreement); provided that Good Reason shall not be deemed to exist unless # notice of the Good Reason condition is given by the Executive to the Company within ninety (90) days of the Executive’s discovery of the condition’s existence, # the Company fails to remedy the condition within thirty (30) days of such notice, and # the Executive notifies the Company that he is resigning his employment from the Company within ninety (90) days of the Company’s failure to remedy the condition pursuant to the time period set forth in # above.