Good Reason. If you are a party to a severance or employment agreement with the Company, Good Reason shall have the meaning set forth therein. If you are not a party to a severance or employment agreement with the Company, Good Reason shall mean, without your express written consent, the occurrence of any of the following circumstances, provided you give notice to the Company of your intent to terminate your employment for Good Reason within 90 days after notice to you of such circumstances and such circumstances are not fully corrected by the Company or any Subsidiary or Affiliate within 30 days after your notice:

Good Reason. “Good Reason” for Termination of your employment will mean the occurrence, without your written consent, of any one of the following, provided that, you have given Notice of Termination to the Company within 90 days after the initial existence of the condition giving rise to your asserted Good Reason, and the Company has failed to fully correct the Good Reason by your Date of Termination (which must be at least 30 days after the Notice is given, specified in the Notice of Termination (such correction by the Company having the effect of canceling such Notice and the resulting Termination), and your Termination occurs within one year after the initial existence of circumstances constituting Good Reason:

“Good Reason” means the occurrence of any of the following without your written consent: # any material reduction in your Base Salary; # any material adverse change by the Company in your title, position, authority or reporting relationships with the Company or # the Company’s requirement that you relocate your principal place of employment to a location in excess of fifty (50) miles from your principal work location on the date of the Agreement provided, “Good Reason” shall not exist unless and until you provide the Company with written notice of the acts alleged to constitute Good Reason within ninety (90) days of the initial occurrence of such event, and the Company fails to cure such acts within thirty (30) days of receipt of such notice. You must terminate your employment within 120 days following the initial occurrence of such event for the termination to be on account of Good Reason.

Definition of “Good Reason.” “Good Reason” shall, if you have an employment agreement with the Company, have the meaning set forth in your employment agreement. If you do not have an employment agreement with the Company, “Good Reason” means the existence of one or more of the following conditions without your written consent, so long as you provided written notice to the Company of the existence of the condition not later than 90 days after the initial existence of the condition, the condition has not been remedied by the Company within

A termination for Good Reason means a termination of your employment by you following written notice given by you to the Company pursuant to [Section 2(d)] within thirty (30) days after the occurrence of the Good Reason event, unless such circumstances are fully corrected by the Company within the time period for such correction set forth in [Section 2(d)].

Good Reason. “Good Reason” means the existence of one or more of the following conditions without your consent, so long as you provided written notice to the Company of the existence of the condition not later than 90 days after the initial existence of the condition, the condition has not been remedied within 30 after receipt of such notice, and you terminate your employment with the Company within 140 days of the initial existence of the condition: # the failure of the Company to pay any material amount due to you under a prevailing Employment Agreement; # a meaningful diminution, without Cause, as defined above, in your responsibilities or job functions unless approved by you; # a material reduction in your total compensation potential as defined by annual base salary and cash compensation targets; or # your relocation to an office location greater than 50 miles from your office location at the time of a Change in Control.

Employee may terminate his employment with the Company at any time during the Term for or without Good Reason upon a minimum of 30 days written notice thereof to the Company; provided, however, that such termination of employment for Good Reason must occur within 90 days of the event constituting Good Reason. The term “Good Reason” means:

For purposes of this Agreement, a “Notice of Termination for Good Reason” means a notice indicating the specific termination provision in [Section 2(c)] relied upon and setting forth in reasonable detail the facts and circumstances claimed to provide a basis for the termination for Good Reason. Before a termination by you will constitute termination for Good Reason, you must give the Company a Notice of Termination for Good Reason within thirty (30) days following the occurrence of the event that constitutes Good Reason. Failure to provide such Notice of Termination for Good Reason within such thirty (30)-day period shall be conclusive proof that you shall not have Good Reason to terminate employment. Good Reason shall exist only if # the Company fails to remedy the event or events constituting Good Reason within thirty (30) days after receipt of the Notice of Termination for Good Reason from you and # you terminate your employment within sixty (60) days after the end of the period set forth in [clause (i) above]. The Company’s placing you on paid leave (with full compensation and benefits for the portion of such period that occurs prior to your termination date) for up to sixty (60) consecutive days while it is determining whether there is a basis to terminate your employment for Cause will not constitute Good Reason.

“Good Reason” shall mean the occurrence of any of the following events: # a material diminution in the your responsibilities, authority or duties; # you are not elected to, or are removed from, the board of directors of Company, a successor, or an acquirer; # you are made to report to anyone other than the board of directors of the Company, a successor, or an acquirer; or # a material diminution in your base salary; provided you must give the Company written notice of the condition that gives rise to the Good Reason within 30 days of the occurrence of the condition, in which event the Company shall have 30 days to remedy the condition, after which you may resign for Good Reason by giving written notice no later than 30 days after the expiration of the applicable 30-day remedy period.

“Good Reason” shall mean, your resignation within ninety (90) days following the end of the cure period (described below) as a result of the occurrence, without your written consent, of one or more of the following: (i) a material reduction in your base salary or target bonus (except pursuant to a reduction generally applicable to senior executives of the Company that does not exceed, individually or cumulatively, a 10% reduction from the initial base salary or target bonus); (ii) a material diminution of your duties, authority or responsibilities; or (iii) relocation of your primary office to a location more than fifty (50) miles from the Company’s current office location. In addition, in order for an event to qualify as Good Reason, you must not terminate employment with the Company without first providing notice to the Company of the existence of one or more of the above conditions within one hundred eighty (180) days of its initial existence, the Company must be provided at least thirty (30) days to remedy the condition, and the conditions must not have been cured during such time.