For Good Reason. Executive shall have the right at any time to resign her employment under this Agreement for Good Reason. As used in this Agreement, “Good Reason” shall mean the occurrence of any of the following events, without Executive’s consent: # a material diminution in Executive’s Base Salary or Target Bonus, in each case, other than as part of any across-the-board proportionate reduction applying to all senior executives of the Company, # a material diminution in Executive’s title, authority, reporting structure, duties and responsibilities as compared to Executive’s title, authority, reporting structure, duties and responsibilities set forth herein (a “Material Diminution”) (for the sake of clarity, # a change in reporting structure in the event of a Change in Control 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 Executive is not a Material Diminution), # any material breach by the Company or any member of the Company Group (as defined below) of this Agreement, # there is a Change in Control and the successor to the Company, if applicable, does not assume and continue this Agreement, and # except as required by [Section 1.4], any requirement by the Company that Executive relocate her personal residence to any city more than one hundred (100) miles from [[Address A:Address]].

Termination by the Employee for Good Reason. Termination by the Employee of the Employee’s employment with the Company for Good Reason. For purposes of this Agreement, “Good Reason” shall mean that the Employee has complied with the “Good Reason Process” (hereinafter defined) following, the occurrence of any of the following events:

For Good Reason. If the Executive terminates this Agreement and his employment for Good Reason, the Company shall pay to the Executive one year of the Executive’s Base Salary in accordance with the Company’s payroll practices in effect from time to time, provided, however, the Executive is not in violation of the Restrictive Covenant Agreement. Upon payment to the Executive of the foregoing amount, the Company shall have no further obligation or liability to or for the benefit of the Executive under this Agreement, except as required by applicable law or any Award Agreement.

For Good Reason. Executive shall have the right at any time to resign his employment under this Agreement for Good Reason. As used in this Agreement, “Good Reason” shall mean the occurrence of any of the following events, without Executive’s consent: # a material diminution in Executive’s Base Salary or Target Bonus, in each case, other than as part of any across-the-board proportionate reduction applying to all senior executives of the Company, # a material diminution in Executive’s title, authority, duties and responsibilities as compared to Executive’s title, authority, duties and responsibilities set forth herein (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 Executive is not a Material Diminution), # any material breach by the Company or any member of the Company Group (as defined below) of this Agreement, # there is a Change in Control and the successor to the Company, if applicable, does not assume and continue this Agreement, and # except as required by [Section 1.4], any requirement by the Company that Executive relocate his personal residence to any city more than one hundred (100) miles from # Atlanta, Georgia or # [[Address A:Address]] if Executive has relocated his personal residence to the greater [[Address A:Address]] metropolitan area.

For Good Reason. Executive may terminate Executive’s employment for “Good Reason,” which shall mean the occurrence of any of the following, in each case without the Executive's written consent:

For Good Reason. Executive may terminate Executive’s employment for “Good Reason,” which shall mean the occurrence of any of the following, in each case without the Executive's written consent:

For Good Reason. The Executive may terminate this Agreement and his employment hereunder for “Good Reason” (as hereinafter defined). “Good Reason” for purposes of this Agreement means the occurrence of any of the following without the Executive’s written consent: # a material reduction in the Executive’s Base Salary as in effect immediately prior to such reduction; # a material adverse change in the Executive’s title, duties or responsibilities; # a relocation of Executive’s principal office by more than fifty (50) miles from the Company’s office in [[Address A:Address]]; or # any material breach of this Agreement by Company. The Company and Executive agree that “Good Reason” shall not exist unless and until Executive provides the Company with written notice of the acts alleged to constitute Good Reason within ninety (90) days of Executive’s knowledge of the occurrence of such event, and the Company fails to cure such acts within thirty (30) days of receipt of such notice. Executive must

For Good Reason. Executive may terminate his employment for Good Reason. For purposes of this Agreement, the term “Good Reason” shall mean the occurrence of any of the following events (each a “Good Reason Condition”), subject to having complied with the Good Reason Process (as defined below), without Executive’s prior written consent:

For Good Reason – The Employee. At any time during the Term, You may terminate Your employment for Good Reason if all of the following conditions are satisfied: # You give the Company a written notice of termination, which describes in reasonable detail the condition claimed to constitute Good Reason, within thirty (30) calendar days of the initial existence of the condition claimed to constitute Good Reason; # the Company does not remedy the condition within thirty (30) calendar days of the Company’s receipt of Your written notice of termination (the “Good Reason Cure Period”); and # You give the Company a second written notice of termination within thirty (30) calendar days following the expiration of the Good Reason Cure Period. If You do not provide the notice of termination for Good Reason as described in subpart # of the preceding sentence within 30 days of the first occurrence of the applicable grounds, then You will be deemed to have waived Your right to terminate for Good Reason with respect to such grounds. For purposes of this Agreement, “Good Reason” means the occurrence, without Your written consent, of a material reduction by the Company in Your Base Salary.

For Good Reason – The Employee. At any time during the Term, You may terminate Your employment for Good Reason if all of the following conditions are satisfied: # You give the Company a written notice of termination, which describes in reasonable detail the condition claimed to constitute Good Reason, within thirty (30) calendar days of the initial existence of the condition claimed to constitute Good Reason; # the Company does not remedy the condition within thirty (30) calendar days of the Company’s receipt of Your written notice of termination (the “Good Reason Cure Period”); and # You give the Company a second written notice of termination within thirty (30) calendar days following the expiration of the Good Reason Cure Period. If You do not provide the notice of termination for Good Reason as described in subpart # of the preceding sentence within thirty (30) calendar days of the first occurrence of the applicable grounds, then You will be deemed to have waived Your right to terminate for Good Reason with respect to such grounds. For purposes of this Agreement, “Good Reason” means the occurrence of any one or more of the following events without Your written consent: # a material reduction by the Company in Your Base Salary; # the Company assigns You to a position or duties that constitute a material, adverse diminution of Your title, authority or duties (other than temporarily while You are unable to perform Your duties because of a physical or mental injury or illness); # the Company relocates Your principal place of employment to a location that is more than thirty (30) miles from the Company office at which You were principally based immediately prior to such relocation; # the failure of any successor or assign to assume obligations as set forth in this Agreement; or # a material breach of this Agreement by the Company.