Good Reason. The term “Good Reason” as used in this Agreement means the occurrence, without Executive’s consent, of # a material reduction in either Executive’s rate of Base Salary (as defined in Paragraph 3(a)) or Executive’s target or maximum bonus percentage (other than a reduction which does not exceed the percentage reduction of an across the board salary or bonus reductions (target, actual or maximum) for management employees); # any material reduction in the position, authority, or office of Executive with respect [[Organization A:Organization]], or in Executive’s responsibilities or duties for Company; # any action or inaction by Company that constitutes a material breach of the terms of this Agreement; or # any relocation of Executive’s principal place of work with Company [[Organization A:Organization]] a place more than fifty (50) miles from Company’s headquarters at the Effective Date; provided, however, that any such occurrence under clauses # – # above shall constitute Good Reason only if # Executive provides notice [[Organization A:Organization]] within thirty (30) days after the occurrence, # Company fails [[Organization A:Organization]] cure such occurrence within thirty (30) days after receipt of notice from Executive, and # Executive terminates employment within thirty (30) days following expiration of the cure period.

Good Reason means: # a material reduction (without the Executive’s express written consent) in Executive’s Position; # a reduction (without the Executive’s express written consent) in the Executive’s Base Salary; provided, however, a reduction in the Executive’s Base Salary of not more than twenty-five percent (25%) applied at the same time as the same percentage reduction is applied to the base salaries of all other senior executives shall not be deemed “Good Reason”; # a reduction in the Executive’s target annual bonus percentage set forth on Exhibit A; # the requirement that the Executive relocate without the Executive’s express written consent) to an employment location that is more than 50 miles from the Principal Office; or # the Company’s material breach (without Executive’s express written consent) of this Agreement; provided, that Executive has provided the Company written notice of the material breach and the Company has not cured such breach within fifteen (15) days following the date Executive provides such notice.

“Good Reason” shall mean, without Executive’s written consent, # a reduction of more than ten percent (10%) in the sum of Executive’s annual base salary and target bonus under Company’s Annual Incentive Plan; # Executive’s mandatory relocation to an office more than fifty (50) miles from the primary location at which Executive was previously required to perform Executive’s duties; # any other action or inaction that constitutes a material breach of the terms of this Agreement, including failure of a successor company to assume or fulfill the obligations under this Agreement. In each case, Executive must provide Company with written notice of the facts giving rise to a claim that “Good Reason” exists for purposes of this Agreement, within thirty (30) days of the initial existence of such Good Reason event, and Company shall have the right to remedy such event within sixty (60) days after receipt of Executive’s written notice. “Good Reason” shall cease to exist, and may not form the basis for claiming any compensation or benefits under this Agreement, if any of the following occurs:

“Good Reason” shall mean, without Executive’s prior written consent, # a reduction of more than ten percent (10%) from the highest prior level of either the Executive’s annual rate of base salary or Target Annual Bonus under the Company’s Annual Incentive Plan (and for the avoidance of doubt, any reduction that is equal to or less than such 10% amount may only occur to the extent in connection with a general reduction of annual rate of base salary that applies proportionately to all executive officers); # Executive’s mandatory relocation to an office more than fifty (50) miles from the primary location at which Executive was required to perform Executive’s duties prior to such relocation; # a material diminution in Executive’s duties, responsibilities or authority, or the assignment of duties or responsibilities materially inconsistent with Executive’s position as President and Chief Financial Officer of the Company; or # any other action or inaction that constitutes a material breach of the terms of the Employment Letter, including the failure of a successor company to assume or fulfill the obligations under the Employment Letter or this Agreement. In each case, Executive must provide Company with written notice of the facts giving rise to a claim that “Good Reason” exists for purposes of this Agreement, within sixty (60) days of the initial existence of such Good Reason event, and Company shall have the right to remedy such event within thirty (30) days after receipt of Executive’s written notice. “Good Reason” shall cease to exist, and may not form the basis for claiming any compensation or benefits under this Agreement, if any of the following occurs:

“Good Reason” means # a reduction in the Base Salary or percentage target bonus opportunity or a material reduction in the target long-term incentive award opportunity, in each case as then in effect, # a material reduction in the benefits provided Executive, except where such reduction is part of a general reduction in benefits effectuated by the Compensation Committee of the Board which is equally applicable to all senior executives of the Company, # a reduction in Executive’s title, a material reduction in job responsibilities, or a material change in Executive’s reporting relationship, or # following a Change in Control, an attempted relocation of Executive to a position that is located greater than forty (40) miles from the location of such Executive’s most recent principal location of employment with the Company; provided, however, that Executive shall be treated as having resigned due to Good Reason only if he provides the Company with a notice of termination within ninety (90) days of the initial existence of one of the conditions described above, following which the Company shall have thirty (30) days from the receipt of the notice of termination to cure the event specified in the notice of termination and, if the Company fails to so cure the event, Executive must terminate his employment no later than thirty (30) days following the end of such cure period.

“Good Reason” means: # any material breach by the Company of this Agreement; # material diminution of Executive’s duties and responsibilities that is inconsistent with his status as an officer of the Company, holding the title, office, and responsibilities that are set forth in this Agreement; # relocation or any attempted relocation by the Company of Executive’s principal place of business beyond a 50 mile radius of the current offices of the Company in [[Address A:Address]]; or # Executive’s Base Salary is materially decreased by the Company. The occurrence of any of the events described in [(i) through (iv)] immediately above will not constitute Good Reason, unless Executive gives the Company written notice, within fifteen (15) calendar days after Executive knew of the occurrence of such event, that such event constitutes Good Reason, the Company thereafter fails to cure the event within thirty (30) days after receipt of such notice and Executive promptly resigns after expiration of the Company’s cure period. For avoidance of doubt and without limiting the foregoing, # the removal of Executive from the title, office, duties or responsibilities set forth in this Agreement without Executive’s consent shall constitute a material breach by the Company of this Agreement, except where such removal is for Cause or due to death or Disability, and # any material decrease in Executive’s Base Salary by the Company during the Term without Executive’s consent shall constitute a material breach by the Company of this Agreement.

“Good Reason” means: # any material breach by the Company of this Agreement; # a material diminution of Executive’s duties and responsibilities that are inconsistent with his status as an officer of the Company, holding the title, office, and responsibilities that are set forth in this Agreement; # relocation or any attempted relocation of Executive beyond a 50 mile radius of the current offices of the Company in [[Address A:Address]]; or # Executive’s Base Salary is decreased by the Company. The occurrence of any of the events described in [(i) through (iv)] immediately above will not constitute Good Reason, unless Executive gives the Company written notice, within fifteen (15) calendar days after Executive knew of the occurrence of such event, that such event constitutes Good Reason, the Company thereafter fails to cure the event within fifteen (15) days after receipt of such notice and Executive promptly resigns after expiration of the Company’s cure period. For avoidance of doubt and without limiting the foregoing, # the removal of Executive from the title, office, duties or responsibilities set forth in this Agreement without Executive’s consent shall constitute a material breach by the Company of this Agreement, except where such removal is for Cause or due to Disability, and # any decrease in Executive’s Base Salary by the Company without Executive’s consent shall constitute a material breach by the Company of this Agreement..

“Good Reason” means: # any material breach by the Company of this Agreement; # a material diminution of Executive’s duties and responsibilities that are inconsistent with his status as an officer of the Company, holding the title, office, and responsibilities that are set forth in this Agreement; # relocation or any attempted relocation of Executive beyond a 50 mile radius of the current offices of the Company in [[Address A:Address]]; or # Executive’s Base Salary is decreased by the Company. The occurrence of any of the events described in [(i) through (iv)] immediately above will not constitute Good Reason, unless Executive gives the Company written notice, within fifteen (15) calendar days after Executive knew of the occurrence of such event, that such event constitutes Good Reason, the Company thereafter fails to cure the event within fifteen (15) days after receipt of such notice and Executive promptly resigns after expiration of the Company’s cure period. For avoidance of doubt and without limiting the foregoing, # the removal of Executive from the title, office, duties or responsibilities set forth in this Agreement without Executive’s consent shall constitute a material breach by the Company of this Agreement, except where such removal is for Cause or due to Disability, and # any decrease in Executive’s Base Salary by the Company without Executive’s consent shall constitute a material breach by the Company of this Agreement.

“Good Reason” shall mean, without Executive’s prior written consent, # a reduction of more than ten percent (10%) from the highest prior level of either the Executive’s annual rate of base salary or Target Annual Bonus under the Company’s Annual Incentive Plan (and for the avoidance of doubt, any reduction that is equal to or less than such 10% amount may only occur to the extent in connection with a general reduction of annual rate of base salary that applies proportionately to all executive officers); # Executive’s mandatory relocation to an office more than fifty (50) miles from the primary location at which Executive was required to perform Executive’s duties prior to such relocation; # a material diminution in Executive’s duties, responsibilities or authority, or the assignment of duties or responsibilities materially inconsistent with Executive’s position as Executive Vice President, Chief Administrative Officer & General Counsel of the Company; or # any other action or inaction that constitutes a material breach of the terms of the Employment Letter, including the failure of a successor company to assume or fulfill the obligations under the Employment Letter or this Agreement. In each case, Executive must provide Company with written notice of the facts giving rise to a claim that “Good Reason” exists for purposes of this Agreement, within sixty (60) days of the initial

“Good Reason” means: # any material breach by the Company of this Agreement; # a material reduction or material adverse change in the Executive’s current duties, responsibilities and authority, without his consent; # the demand by the Company for the Executive to relocate or commute more than 40 miles from [[Address A:Address]] without his consent; or # any reduction by the Company in the Executive’s Base Salary or the Executive’s Performance Bonus Target without his consent, except for across-the-board compensation reductions based on the Company’s financial performance similarly affecting all or substantially all senior management employees of the Company. For purposes hereof, whether or not the Executive has Good Reason to terminate his employment by the Company pursuant to [subparagraphs (i) through (iv)] above will be determined by the Board in its reasonable, good faith discretion, based upon the facts known [[Organization B:Organization]] Board at the relevant time.

“Good Reason” means: # any material breach by the Company of this Agreement; # a material reduction or material adverse change in the Executive’s current duties, responsibilities and authority, without his or her consent; # the demand by the Company for the Executive to relocate or commute more than 40 miles from [[Address A:Address]] without his or her consent; or # any reduction by the Company in the Executive’s Base Salary or the Executive’s Performance Bonus Target without his or her consent, except for across-the-board compensation reductions based on the Company’s financial performance similarly affecting all or substantially all senior management employees of the Company. For purposes hereof, whether or not the Executive has Good Reason to terminate his or her employment by the Company pursuant to [subparagraphs (i) through (iv)] above will be determined by the Company in its reasonable, good faith discretion, based upon the facts known [[Organization B:Organization]] at the relevant time.