GOOD REASON. In order for Employee to resign for Good Reason, Employee must provide written notice to the Company of the existence of the Good Reason condition within thirty (30) days of the initial existence of such Good Reason condition. Upon receipt of such notice, the Company will have thirty (30) days during which it may remedy the Good Reason condition and not be required to provide for the benefits described in Section 4(b) above as a result of such proposed resignation if successfully remedied. If the Good Reason condition is not remedied within such thirty (30) day period, Employee may resign based on the Good Reason condition specified in the notice effective no later than thirty (30) days following the expiration of the thirty (30) day cure period. For purposes of this Agreement, “Good Reason” means the occurrence of any of the following events without Employee’s consent: # a material reduction of Employee’s Base Salary not generally applicable to other executive-level employees of the Company, # a material diminution of the Employee’s authority, duties, or responsibilities, # a relocation of Employee’s primary workplace to a location that is more than fifty (50) miles from the location of Employee’s primary workplace as of the date hereof, or # the Company’s material breach of this Agreement.

Employee may resign from Employee’s employment with the Company for Good Reason by giving notice following the end of the Cure Period (as defined in this Section). For purposes of this Agreement, “Good Reason” for the Employee to terminate his employment hereunder shall mean the occurrence of any of the following events without the Employee’s consent: # a material reduction in the Employee’s Base Salary (other than an across-the-board decrease in base salary applicable to all executive officers of the Company); # a material breach of this Agreement by the Company; # a material reduction in the Employee’s duties, authority and responsibilities relative to the Employee’s duties, authority, and responsibilities in effect immediately prior to such reduction; or # the relocation of the Employee’s then-principal place of employment, without the Employee’s consent, in a manner that lengthens his one-way commute distance by fifty (50) or more miles from his then-current principal place of employment immediately prior to such relocation; provided, however, that, any such termination by the Employee shall only be deemed for Good Reason pursuant to this definition if: # the Employee gives the Company written notice of his intent to terminate for Good Reason within thirty (30) days following the first occurrence of the condition(s) that he believes constitute(s) Good Reason, which notice shall describe such condition(s); # the Company fails to remedy such condition(s) within thirty (30) days following receipt of the written notice (the “Cure Period”); and # the Employee voluntarily terminates his employment within thirty (30) days following the end of the Cure Period.

Good Reason. For purposes of this Agreement, “Good Reason” for your resignation of your employment will exist following the occurrence of any of the following without your written consent: # a material reduction in your duties (including responsibilities and/or authorities), provided, however, that a change in job position (including a change in title) shall not be deemed a “material reduction” in and of itself unless your new duties are substantially reduced from the prior duties; # relocation of your principal place of employment to a place that increases your one-way commute by more than seventy five (75) miles as compared to your then current principal place of employment immediately prior to such relocation; or # a reduction of at least 10% of your base salary or base compensation (unless pursuant to a salary or base compensation reduction program applicable generally to the Company’s key employees), which percentage the parties agree is a “material” reduction; provided, however, that in order to resign for Good Reason, you must # provide written notice to the Company within 30 days after the first occurrence of the event giving rise to Good Reason setting forth the basis for your resignation, # allow the Company at least 30 days from receipt of such written notice to cure such event, and # if such event is not reasonably cured within such period, your resignation from all positions you then hold with the Company is effective not later than 90 days after the expiration of the cure period.

Good Reason. For purposes of this Agreement, Executive shall have “Good Reason” for resignation from employment with the Company if any of the following actions are taken by the Company without Executive’s affirmative prior written consent to such adverse change (which specifically acknowledges Executive’s waiver of the Good Reason condition with respect to the individual action that would otherwise form the basis of a resignation for Good Reason): # a material reduction in Executive’s base salary of 10% or more in the aggregate during the 12-month period following the closing of a Change in Control; # a material reduction in Executive’s duties (including responsibilities and/or authorities), provided, however, that a change in job position (including a change in title) shall not be deemed a “material reduction” in and of itself unless Executive’s new duties are materially reduced from the prior duties; or # relocation of Executive’s principal place of employment to a place that increases Executive’s one-way commute by more than fifty (50) miles as compared to Executive’s then-current principal place of employment immediately prior to such relocation. In order to resign for Good Reason, Executive must provide written notice to the Company’s Chief Executive Officer within 30 days after the first occurrence of the event giving rise to Good Reason setting forth the basis for Executive’s resignation, allow the Company at least 30 days from receipt of such written notice to cure such event, and if such event is not reasonably cured within such period, Executive must resign from all positions Executive then holds with the Company not later than 60 days after the expiration of the cure period.

Termination by Employee With Good Reason. Employee may terminate her employment under this Agreement for Good Reason; provided that # Employee gives written notice to the Board of Directors within sixty (60) days of the event constituting Good Reason; # the Company has not cured the event giving rise to such notice within thirty (30) days of receipt of Employee’s notice; and # Employee resigns her employment within thirty (30) days following the expiration of such cure period. The term “Good Reason” shall mean any of the following actions that are taken without Employee’s prior written consent: # a material breach of this Agreement by the Company (or its successor); # a material diminution in Employee’s base compensation or authority, duties or responsibilities; # a material change in Employee’s reporting obligation from the CEO to another employee of the Company; or # a relocation of Employee’s principal worksite that increases Employee’s one-way commute by more than 30 miles.

Good Reason. For purposes of this Agreement, “Good Reason” will mean any of the following actions taken by the Company without Executive’s prior written consent: # a material adverse change in Executive’s position, title, office or duties or assignment of any significant duties to Executive that are materially inconsistent with the position or offices held by Executive; # Executive no longer serving as a [Section 16] officer or, if the Company’s ultimate parent following a Change in Control is not a public company, not reporting to the Chief Executive Officer of the Company’s ultimate parent; # a decrease in Executive’s aggregate base salary and target Annual Bonus by more than 10% (other than in connection with a broad-based reduction in the base salaries or target annual bonuses of all other officers of the Company); # a relocation that increases Executive’s one-way commute by more than 30 miles; and # any directive by the Company to undertake any action or to omit to take any action in violation of Executive’s professional medical obligations or any law, rule, regulation or Company policy. In order to resign for Good Reason, # Executive must provide written notice to the Company’s Chief Executive Officer within 60 days after the first occurrence of the event giving rise to Good Reason setting forth the basis for Executive’s resignation, # Executive must allow the Company at least 30 days from receipt of such written notice to cure such event, and # if such event is not reasonably cured within such period, Executive must resign from all positions Executive then holds with the Company not later than 90 days after the expiration of such cure period. In addition, in order to resign for Good Reason under [clause (v) above], # the notice described in clause (A) of the foregoing sentence must be accompanied by a written legal opinion from Executive’s legal counsel concluding that such action or omission would be in violation of Executive’s professional medical obligations or any law, rule, regulation or Company policy, and # during the 30-day cure period described in clause (B) of the foregoing sentence, the Company must be provided with an opportunity to discuss in good faith such legal opinion with Executive’s legal counsel.

Termination by Employee With Good Reason. Employee may terminate his employment under this Agreement for Good Reason; provided that # Employee gives written notice to the Board of Directors within sixty (60) days of the event constituting Good Reason; # the Company has not cured the event giving rise to such notice within 30 days of receipt of Employee’s notice; and # Employee resigns his employment within 30 days following the expiration of such cure period. The term “Good Reason” shall mean any of the following actions that are taken without Employee’s prior written consent: # a material breach of this Agreement by the Company (or its successor); # a material diminution in Employee’s base compensation or authority, duties or responsibilities; # a material change in Employee’s reporting obligation from the Chief Executive Officer to another employee of the Company; or # a relocation of Employee’s principal worksite that increases Employee’s one-way commute by more than 30 miles.

Good Reason. For the sole purpose of determining Executive’s right to severance payments and benefits as described above, Executive’s resignation will be with “Good Reason” if Executive resigns within ninety (90) days after any of the following events, unless Executive consents in writing to the applicable event: # a reduction in Executive’s Annual Base Salary or Target Annual Bonus, # a material decrease in Executive’s authority or areas of responsibility as are commensurate with Executive’s title or position with the Company, # the relocation of Executive’s primary office to a location more than twenty-five (25) miles from the Executive’s primary office as of the date of this Agreement or # the Company’s breach of a material provision of this Agreement. Notwithstanding the foregoing, no Good Reason will have occurred unless and until Executive has: # provided the Company, within sixty (60) days of Executive’s knowledge of the occurrence of the facts and circumstances underlying the Good Reason event, written notice stating with specificity the applicable facts and circumstances underlying such finding of Good Reason; # provided the Company with an opportunity to cure the same within thirty (30) days after the receipt of such notice; and # the Company shall have failed to so cure within such period.

Definition of Good Reason. For purposes of this Agreement, “Good Reason” shall mean the following occurs without your consent # the relocation of your normal principal place of work greater than thirty (30) miles from your then current normal work location; # a decrease in your then current base salary of more than fifteen percent (15%), other than any such decrease resulting from a general reduction by the Company in the base salary of all Company executive officers; or # the Company unilaterally makes significant detrimental reductions in your job responsibilities; provided, that you shall give written notice to the Chairman of the Board setting forth your intent to resign for Good Reason and the facts in support of your claim that Good Reason exists within sixty (60) days of the initial existence of any of the foregoing conditions; and the Company shall have thirty (30) days after the applicable party has received such notice to take such actions, if any, as the Company may deem appropriate to eliminate such claimed Good Reason (without thereby admitting that such Good Reason had occurred) (the “Cure Period”); and your termination of employment occurs within sixty (60) days following the end of the Cure Period. If the Company acts to eliminate such claimed Good Reason within the thirty (30) day period after receipt of your notice, then you shall not be deemed to be resigning for Good Reason under such facts.

provided, however that your resignation will only be for Good Reason if each of the following additional conditions is met: # you provide the Company with written notice describing in detail the basis and underlying facts supporting your belief that a Good Reason event has occurred within 45 days of the initial existence of such Good Reason event, # the Company has not cured or remedied the Good Reason event within 30 days after its receipt of your written notice, and # your resignation occurs within ninety (90) days of the initial existence of the Good Reason event. This “Good Reason” definition and process is intended to comply with the safe harbor provided under Treasury Regulation Section 1.409A-1(n)(2)(ii) and shall be interpreted accordingly.

Good Reason. "Good Reason" means: # a material adverse change in Employee's duties, responsibilities, title or reporting relationship, # a material reduction in Employee's annualized base salary without your prior consent (other than in connection with, and in an amount substantially proportionate to, reductions made by the Company to the annualized base salaries of its other senior executives), or # the relocation of Employee's principal business location following a Change in Control, such that Employee's daily commute is increased by at least 50 miles. To terminate Employee's employment for Good Reason, Employee must # provide notice to the Company of the event giving rise to the Good Reason within ninety (90) days after such event occurs, # provide the Company with at least thirty (30) days to cure, and # if not cured, resign for Good Reason within thirty (30) days following expiration of the cure period.