Good Reason. “Good Reason” means Executive’s termination of employment within ninety (90) days following the expiration of any cure period (discussed below) following the occurrence, without Executive’s consent, of one or more of the following:

Good Reason. For purposes of this Agreement, “Good Reason” shall mean # a material breach by Company of the provisions of this Agreement, which failure has not been cured within 30 days after a written notice of such noncompliance has been given by Executive to Company; # any purported termination of Executive’s employment which is not effected in compliance with the requirements of this Agreement; # any reduction in title or a material adverse change in Executive’s responsibilities or authority which are inconsistent with, or the assignment to Executive of duties inconsistent with, Executive’s status as Chief Financial Officer of Company; or # any reduction in Executive’s annual base salary as in effect on the date hereof or as the same may be increased from time to time.

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. “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. For purposes of this Agreement, a termination for "Good Reason" means a termination by Employee based upon the occurrence (without Employee's express written consent) of any of the following:

such payment is being contested in good faith;

implied covenants of good faith and fair dealing; and

days or that are being contested in good faith;

“Good Faith Deposit” is defined in [Section 2.4(d)].

For purposes of this Section 7(c), any good faith determination of "Good Reason" made by the Executive shall be conclusive.