Definition of Good Reason Process. For the purposes hereof, “Good Reason Process” shall mean that # Executive has reasonably determined in good faith that a “Good Reason” condition has occurred; # Executive has notified the Company in writing of the first occurrence of the Good Reason condition within 60 days of the first time the Executive becomes aware of the occurrence of such condition; # Executive has cooperated in good faith with the Company’s efforts, for a period not less than 30 days immediately following the Company’s receipt of such notice (the “Cure Period”), to remedy the condition; # notwithstanding such efforts, the Good Reason condition continues to exist; and # Executive terminates Executive’s employment with the Company within 30 days after the end of the Cure Period. If the Company cures the Good Reason condition during the Cure Period, Good Reason shall be deemed not to have occurred.

“Good Reason Process” shall mean that # the Executive reasonably determines in good faith that a “Good Reason” condition has occurred; # the Executive notifies the Company in writing of the first occurrence of the Good Reason condition within 60 days of the first occurrence of such condition; # the Executive cooperates in good faith with the Company’s efforts, for a period not less than 30 days following such notice (the “Cure Period”), to remedy the condition; # notwithstanding such efforts, the Good Reason condition continues to exist; and # the Executive provides a Notice of Termination to the Company within 60 days after the end of the Cure Period. If the Company cures the Good Reason condition during the Cure Period, Good Reason shall be deemed not to have occurred.

“Good Reason Process” shall mean that # the Executive reasonably determines in good faith that a “Good Reason” condition has occurred; # the Executive notifies the Company in writing of the first occurrence of the Good Reason condition within 30 days of the first occurrence of such condition; # the Executive cooperates in good faith with the Company’s efforts, for a period not less than 30 days following such notice (the “Cure Period”), to remedy the condition; # notwithstanding such efforts, the Good Reason condition continues to exist; and # the Executive provides a Notice of Termination to the Company within 30 days after the end of the Cure Period. If the Company cures the Good Reason condition during the Cure Period, Good Reason shall be deemed not to have occurred.

“Good Reason Process” shall mean that # Executive reasonably determines in good faith that a Good Reason Condition has occurred; # Executive notifies the Company in writing within sixty days of such determination specifying the details thereof; # the Company is afforded a period of not less than thirty days following such notice (the “Cure Period”) to remedy the Good Reason Condition; # the Good Reason Condition continues to exist at the end of the Cure Period; and # Executive terminates his employment for such Good Reason Condition within sixty days after the end of the Cure Period. If the Company cures the Good Reason Condition during the Cure Period, Good Reason shall be deemed not to have occurred.

Agreement by the Company (each a “Good Reason Condition”). Good Reason Process shall mean that # the Executive reasonably determines in good faith that a Good Reason Condition has occurred; # the Executive notifies the Company in writing of the first occurrence of the Good Reason Condition within 60 days of the occurrence of such condition; # the Executive cooperates in good faith with the Company’s efforts, for a period not less than 30 days following such notice (the “Cure Period”), to remedy the Good Reason Condition; # notwithstanding such efforts, the Good Reason condition continues to exist; and # the Executive terminates employment within 60 days after the end of the Cure Period. If the Company cures the Good Reason Condition during the Cure Period, Good Reason shall be deemed not to have occurred.

“Good Reason Process” shall mean that: # the Executive reasonably determines in good faith that a “Good Reason” condition has occurred; # the Executive notifies the Company in writing of the first occurrence of the Good Reason condition within 60 days of the first occurrence of such condition, if such condition occurs prior to a Change in Control and within 90 days of the first occurrence with respect to a condition that occurs in connection with or following a Change in Control; # the Executive cooperates in good faith with the Company’s efforts, for a period not less than 30 days following such notice (the “Cure Period”), to remedy the condition; # notwithstanding such efforts, the Good Reason condition continues to exist; and # the Executive terminates his employment within 60 days after the end of the Cure Period. If the Company cures the Good Reason condition during the Cure Period, Good Reason shall be deemed not to have occurred.

“Good Reason” means that the Executive has complied with the “Good Reason Process” (hereinafter defined) following the occurrence of any of the following events without the Executive’s consent: # a material diminution in the Executive’s responsibilities, authority or duties; # a material diminution in the Executive’s Base Salary except for a reduction of the Executive’s Base Salary that is part of an across-the-board salary reduction applied to substantially all senior management employees that is caused by the Company’s financial performance and is similar to and proportionately not greater than the reductions affecting all or substantially all senior management employees of the Company; # the relocation of the Executive’s principal place of business more than fifty (50) miles other than in a direction that reduces the Executive’s daily commuting distance; or # the material breach by the Company of this Agreement or any other agreements between the Executive and the Company relating to Equity Awards. “Good Reason Process” means that # the Executive reasonably determines that a “Good Reason” condition has occurred; # the Executive notifies the Company in writing of the first occurrence of the Good Reason condition within 60 days of the first occurrence of such condition; # the Executive cooperates in good faith with the Company’s efforts for thirty (30) days following such notice (the “Cure Period”) to remedy the condition; # notwithstanding such efforts, at least one Good Reason condition continues to exist; and # the Executive terminates the Executive’s employment within 60 days after the end of the Cure Period. If the Company cures the Good Reason condition during the Cure Period, Good Reason shall be deemed not to have occurred. The Company’s success at curing a Good Reason condition shall not bar or preclude the Executive’s right to notify the Company of the occurrence of another Good Reason condition and to proceed with the Good Reason Process.

“Good Reason Process” means that # you reasonably determine that a Good Reason condition has occurred, # you notify the Company in writing of the first occurrence of the Good Reason condition within sixty (60) days of the first occurrence of such condition, # you cooperate in good faith with the Company’s efforts, for a period of not less than thirty (30) days following such notice (the “Cure Period”), to remedy the Good Reason condition, # notwithstanding such efforts a material element of at least one Good Reason condition continues to exist, and # you terminate your employment within sixty (60) days after the end of the Cure Period. If the Company fully cures the Good Reason condition during the Cure Period, Good Reason shall be deemed not to have occurred. The Company’s success at curing a Good Reason condition shall not bar or preclude your right to notify the Company of the occurrence of another Good Reason condition and to proceed with the Good Reason Process.

“Good Reason Process” means that # the employee reasonably determines in good faith that a “Good Reason” condition has occurred; # the employee notifies the Company or its successor in writing of the first occurrence of the Good Reason condition within sixty (60) days of the first occurrence of such a condition; # the employee cooperates in good faith with the Company’s or its successor’s efforts for a period of not fewer than thirty (30) days following such notice (the “Cure Period”) to remedy the condition; # notwithstanding such efforts, the Good Reason continues to exist; and # termination of the employee’s employment occurs no later than seven (7) days following the expiration of the Cure Period.

“Good Reason Process” shall mean that # you reasonably determine in good faith that a “Good Reason” condition has occurred; # you notify the Company in writing of the first occurrence of the Good Reason condition within sixty (60) days of the first occurrence of such condition; # you cooperate in good faith with the Company’s efforts, for a period not less than thirty (30) days following such notice (the “Cure Period”), to remedy the condition; # notwithstanding such efforts, the Good Reason condition continues to exist; and # you terminate your employment within sixty (60) days after the end of the Cure Period. If the Company cures the Good Reason condition during the Cure Period, Good Reason shall be deemed not to have occurred; provided that, if the events or substantially similar events that constituted the Good Reason reoccur after the Cure Period, you shall immediately be entitled to terminate your employment and shall be deemed to have complied with the Good Reason Process.

For purposes of this Agreement, “Good Reason” shall mean that the Executive has complied with the “Good Reason Process” (hereinafter defined) following the occurrence of any of the following events: # the assignment to the Executive of any duties materially inconsistent in any respect with the Executive’s position (including title) or duties contemplated by Section 1(b) hereof, or any other action by the Company or the Employer which results in a material diminution in the Executive’s responsibilities, authority or duties, including a material change in duties, responsibilities or status that does not represent a promotion from or maintaining of Executive’s duties, responsibilities or status as the sole Chief Executive Officer and President of a publicly traded company; # a diminution in the Executive’s Base Salary or a diminution in the Executive’s target annual incentive compensation below 150 percent of his Base Salary; # following a Change in Control (as defined below), a diminution in any of the Executive’s # Base Salary or # annual incentive compensation, whether payable in cash or equity, below the sum of the Executive’s Average Incentive Compensation (as defined below) and the average grant date fair value of equity awards received by the Executive for the three immediately preceding fiscal years, # a material change in the geographic location at which the Executive provides services to the Company and the Employer; or # the Company’s and the Employer’s failure to cure a material breach of their obligations under this Agreement after written notice is delivered to the Company and the Employer by the Executive which specifically identifies the manner in which the Executive believes the Company and the Employer have breached their obligations under the Agreement. “Good Reason Process” shall mean that # the Executive reasonably determines in good faith that a “Good Reason” condition has occurred; # the Executive notifies the Board in writing of the first occurrence of the Good Reason condition within 30 days of the first occurrence of such condition; # the Executive cooperates in good faith with the Company’s and/or the Employer’s efforts, for a period not less than 30 days following such notice (the “Cure Period”), to remedy the condition; # notwithstanding such efforts, the Good Reason condition continues to exist; and # the Executive terminates his employment within 60 days after the end of the Cure Period. If the Company and the Employer cures the Good Reason condition during the Cure Period, Good Reason shall be deemed not to have occurred.