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 Penns Woods 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 Defined. For purposes of this Agreement, “Good Reason” shall exist if, without the Executive’s express written consent, the Company: # materially reduces or decreases the Executive’s Base Salary or Incentive Compensation opportunity level from the level in effect on the Effective Date (or some subsequent higher level put into effect by the Board subsequent to the Effective Date), unless such reduction or decrease is in connection with an across-the-board reduction or decrease in the Base Salaries or Incentive Compensation opportunity levels of all the Company’s other senior level executives, # willfully fails to include the Executive in any incentive compensation plans, bonus plans, or other plans and benefits provided by the Company to other executive level executives, # materially reduces, decreases or diminishes the nature, status or duties and responsibilities of the Position from those in effect on the Effective Date, and such reduction, decrease or diminution is not reasonably related to or the result of an adverse change in the Executive’s performance of assigned duties and responsibilities, or # requires the Executive to # regularly perform the duties and responsibilities of the Position at, or # relocate the Executive’s principal place of employment to, a location which is more than fifty (50) miles from the location of the Executive’s principal place of employment as of the Effective Date. Notwithstanding the above, Good Reason shall not include the death, Disability or voluntary retirement of the Executive or any other voluntary action taken by or agreed to by the Executive related to the Position or his employment with the Company or its Subsidiaries. Further, Good Reason shall not include any of the events or conditions described in items [(i), (ii), (iii) or (iv) above] unless the Executive provides notice to the Company of the existence of the event or condition within ninety (90) days of the initial existence of the event or condition, the Company fails to cure such event or condition within thirty (30) days of receiving the Employee’s initial notice, and the Executive terminates employment with a subsequent written notice to the Company after such thirty (30) day cure period but within ninety (90) days after the Executive provides the initial written notice to the Company of the existence of such event or condition. If requested by the Company, the Executive shall continue to work exclusively for the Company during such thirty (30) day cure period; provided, however, the Company shall have the right, in its sole discretion, to terminate this Agreement at any time during such thirty (30) day cure period upon written notice to the Executive.

Good Reason. Notwithstanding any contrary provision of [Section 2(e)] of the Employment Agreement, “Good Reason” shall have the same meaning as under the Option Agreement.

Good Reason. In any case where Executive gives notice of “Good Reason” under the last sentence of Section 20(i) above in respect of an act or omission by the Company that is susceptible of cure, Executive’s Notice of Termination shall specify a Date of Termination that is not less than thirty (30) days nor more than ninety (90) days following the date of his Notice of Termination.

Good Reason. The Executive's employment may be terminated during the Employment Period by the Executive for Good Reason. For purposes of this Agreement, "Good Reason" shall mean:

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

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. The Executive's employment may be terminated during the Employment Period by the Executive for Good Reason. For purposes of this Agreement, "Good Reason" shall mean:

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:

Definition of Good Reason. For purposes of this Agreement, “Good Reason” shall mean you resign within ninety (90) days after one of the following conditions has come into existence without your consent: # a reduction in your base salary by more than 10% (other than in connection with similar decreases of other comparable employees of the Company); # a material diminution of your authority, duties or responsibilities; provided, however, that a change in your position following a Change [[Person A:Person]]

Resignation for Good Reason. Employee may terminate Employee's employment hereunder for "Good Reason". For purposes of this Agreement, "Good Reason" shall mean # a substantial diminution or change of the duties of the Employee which is materially inconsistent with Employee's duties and services provided for in Section 2 hereof, # a material breach by the Company of this Agreement after notice and such breach has not been cured within twenty days after receipt of such notice, or # any purported termination by the Company of Employee's employment otherwise than expressly permitted by this Agreement.

You may resign for Good Reason at any time that you are actively employed during the Contract Period by written notice to the Company no more than thirty (30) days after the occurrence of the event constituting Good Reason. Such notice shall state the grounds for such Good Reason resignation and an effective date no earlier than thirty (30) business days after the date it is given. The Company shall have thirty (30) business days from the giving of such notice within which to cure and, in the event of such cure, your notice shall be of no further force or effect.

Determination of Good Reason. In order for Executive to terminate for Good Reason, # Executive must notify the Board, in writing, within ninety (90) days of the event constituting Good Reason of Executive's intent to terminate employment for Good Reason, that specifically identifies in reasonable detail the facts and events that the Executive believes constitute Good Reason; # the event must remain uncured for thirty (30) days following the date that Executive notifies the Board in writing of Executive's intent to terminate employment for Good Reason (the "Notice Period"), and; # the termination date must occur within sixty (60) days after the expiration of the Notice Period.

and administration of the ultimate public parent company) or # neither [[Organization A:Organization]] nor its ultimate parent company (if any) is a public company); # the assignment to you of duties or responsibilities that are materially inconsistent with your position, titles, offices or reporting relationships as they exist on the Effective Date or that materially impair your ability to function as Senior Executive Vice President, Chief Administrative Officer and Chief Human Resources Officer of [[Organization A:Organization]]; or # the material breach by [[Organization A:Organization]] of any of its obligations under this Agreement; or # the requirement that you relocate outside of the metropolitan area in which you currently are employed to any metropolitan area other than Los Angeles. [[Organization A:Organization]] shall have thirty (30) days from the receipt of your notice within which to cure and, in the event of such cure, your notice shall be of no further force or effect. If no cure is effected, your resignation will be effective as of the date specified in your written notice to [[Organization A:Organization]] or such earlier effective date set by [[Organization A:Organization]] following receipt of your notice.