Good Reason. For purposes of this Agreement, “Good Reason” for your resignation shall mean: # a material diminution in your Base Salary as compared to below that Base Salary as set as of the time of the reduction; provided, however, that if such reduction occurs in connection with a Company-wide decrease in executive officer team compensation, such reduction shall not constitute Good Reason provided that it is a reduction of a proportionally like amount or percentage affecting the entire executive team not to exceed 10%; # a material diminution in your authority, duties, or responsibilities; # any requirement of the Company that you be based anywhere more than fifty (50) miles from your primary office location and in a new office location that is a greater distance from your principal residence; or # the failure of any successor to expressly assume and agree to perform the severance provisions in this Agreement. Notwithstanding the foregoing, a termination for Good Reason shall not have occurred unless you give written notice to the Company of your intention to terminate employment within thirty (30) days after the occurrence of the event constituting Good Reason, specifying in reasonable detail the circumstances constituting Good Reason, and the Company has failed within thirty (30) days after receipt of such notice to cure the circumstances constituting Good Reason and you terminate employment on a mutually-agreeable date not more than thirty (30) days following the expiration of the Company’s cure period.

“Good Reason” means Executive’s resignation from employment with the Company (or successor to the Company, if applicable) due to any of the following actions taken by the Company (or successor to the Company, if applicable) without Executive’s prior written consent thereto: # a material reduction in Executive’s base salary, which the parties agree is a reduction of at least 10% of Executive’s base salary (unless pursuant to a salary reduction program applicable generally to the Company’s similarly situated employees); # a material reduction in Executive’s authority, duties or responsibilities; # a 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 (excluding regular travel in the ordinary course of business); and # a breach of a material provision of this Agreement by the Company. Notwithstanding the foregoing, in order to resign for Good Reason, Executive must provide written notice to the Company within thirty (30) days after the first occurrence of the event giving rise to Good Reason setting forth the basis for Executive’s resignation and allow the Company at least thirty (30) days from receipt of such written notice to cure such event, and, if such event is not reasonably cured within such period, Executive’s resignation from all positions Executive then holds with the Company is effective not later than thirty (30) days after the expiration of the cure period.

For purposes of this Agreement, the term “Good Reason” shall mean # any act or actions by the Company that result in a material and continuing diminution in your position culminating in a reduction of more than one-third of your authority, duties and responsibilities over the span of a twelve month period, including without limitation an adverse change in your title; # a material reduction by the Company in your base salary or annual bonus opportunity as in effect on the date of this Agreement; provided that, your annual base salary and/or annual bonus may be reduced if the annual base salaries and/or annual bonuses in effect for all or the majority of other senior executive officers of the Company are similarly reduced; or # a relocation of your principal place of employment to more than fifty (50) miles from such principal place of employment as of the start of your employment, in each case without your written consent. For a termination to qualify as a termination of your employment for “Good Reason”, you must deliver to the Board a written notice specifically identifying in a reasonable detail the conduct of the Company which you believe constitutes “Good Reason” in accordance with this section within ninety (90) days of the initial occurrence of the event(s) you believe constitute “Good Reason” and provide the Board and/or Company at least thirty (30) days to remedy such conduct after receipt of such written notice, and to the extent not cured, you must terminate your employment within thirty (30) days after such failure to cure.

For purposes of this Agreement, “Good Reason” will mean any of the following conditions arising without your consent: # a material reduction of your then-current base salary; # a material reduction in your authority, duties or responsibilities; or # a material change in the geographic location of your principal place of employment, provided that a relocation of less than 50 miles from your then-principal place of employment will not be considered a material change in geographic location. Notwithstanding the foregoing or anything to the contrary in this Agreement, in order to qualify as a resignation for Good Reason, # you must provide written notice to the Company of the existence of any of the foregoing conditions that forms the basis for such resignation within 30 days following its initial existence, # the Company must fail to remedy such condition within 30 days following such notice, and # your termination of employment with the Company or Affiliate must occur within 30 days following the Company’s failure to remedy such condition (and in no event later than 90 days following the initial existence of such condition).

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” means your resignation from employment with the Company (or successor to the Company, if applicable) due to any of the following actions taken by the Company (or successor to the Company, if applicable) without your prior written consent thereto: # a material reduction in your base salary, which the parties agree is a reduction of at least 10% of your base salary (unless pursuant to a salary reduction program applicable generally to the Company’s similarly situated employees); # a material reduction in your authority, duties or responsibilities; # a material reduction in the authority, duties, or responsibilities of the supervisor to whom you are required to report; or # a relocation of your principal place of employment to a place that increases your one-way commute by more than fifty (50) miles as compared to your then-current principal place of employment immediately prior to such relocation (excluding regular travel in the ordinary course of business); provided that if your principal place of employment is your personal residence, this clause (4) shall not apply. Notwithstanding the foregoing, in order to resign for Good Reason, you must # provide written notice to the Company within thirty (30) calendar 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 sixty (60) calendar 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 thirty (30) calendar days after the expiration of the cure period.

Good Reason. “Good Reason” means the occurrence of one or more of the following events without Executive’s express written consent: # a material reduction of Executive’s duties, authorities, or responsibilities relative to Executive’s duties, authorities, or responsibilities in effect immediately prior to the reduction; # a material reduction in Executive’s annual base salary; provided, however, that, a reduction of annual base salary that also applies to substantially all other similarly situated employees of the Company will not constitute “Good Reason”; # a material change in the geographic location of Executive’s primary work facility or location by more than 50 miles from Executive’s then-present location; provided, that a relocation to a location that is within 50 miles from Executive’s then-present primary residence will not be considered a material change in geographic location, or # failure of a successor corporation to assume the obligations under Executive’s employment agreement with the Company. In order for the termination to be for Good Reason, Executive must not terminate Executive’s employment with the Company without first providing written notice to the Company of the acts or omissions constituting the grounds for “Good Reason” within 60 days of the initial existence of the grounds for “Good Reason” and a cure period of 30 days following the date of written notice (the “Cure Period”), the grounds must not have been cured during that time, and Executive must terminate Executive’s employment within 30 days following the Cure Period.

“Good Reason” means any of the following are undertaken without Executive’s prior written consent: # a material diminution in Executive’s authority, duties, or responsibilities which substantially reduces the nature or character of Executive’s position with the Company; # a material reduction by the Company of Executive’s Base Salary (as defined in Section 3.1 below) as in effect immediately prior to such reduction; # a relocation of Executive’s principal office to a location that increases Executive’s one-way commute by more than thirty-five (35) miles, provided, that, for the avoidance of doubt, reasonable required travel by Executive on the Company’s business shall not constitute a relocation; or # any material breach by the Company of any provision of this Agreement. Notwithstanding the foregoing, Executive’s resignation shall not constitute a resignation for “Good Reason” as a result of any event described in the preceding sentence unless # Executive provides written notice thereof to the Company within thirty (30) days after the first occurrence of such event, # to the extent correctable, the Company fails to remedy such circumstance or event within thirty (30) days following the Company’s receipt of such written notice and # the effective date of Executive’s resignation for “Good Reason” is not later than thirty (30) days after the expiration of the Company’s cure period under subclause (B).

Good Reason. “Good Reason” means Executive’s termination of his or her employment in accordance with the next sentence after the occurrence of one or more of the following events without Executive’s express written consent: # a material reduction of Executive’s duties, authorities, or responsibilities relative to Executive’s duties, authorities, or responsibilities in effect immediately prior to such reduction; # a material reduction by the Company in Executive’s rate of annual base salary; provided, however , that, a reduction of annual base salary that also applies to substantially all other similarly situated employees of the Company will not constitute “Good Reason”;(iii) a material change in the geographic location of Executive’s primary work facility or location ; provided, that a relocation of less than thirty-five (35) miles from Executive’s then present location will not be considered a material change in geographic location; or # the failure of the Company to obtain from any success or transferee of the Company an express written and unconditional assumption of the Company’s obligations to Executive under this Agreement. In order for Executive’s termination of his or her employment to be for Good Reason Executive must not terminate employment with the Company without first providing the Company with written notice of the acts or omissions constituting the grounds for “Good Reason” within ninety (90) days of the initial existence of the grounds for “Good Reason” and a cure period of thirty (30) days following the date of written notice (the “Cure Period”), such grounds must not have been cured during such time, and Executive must terminate his or her employment within thirty (30) days following the Cure Period.

“Good Reason” shall exist for resignation from employment with the Company if any of the following actions are taken by the Company without your prior consent: # a reduction in your Base Salary or Bonus target percentage of Base Salary, unless the salaries or bonus target percentages of all other senior executive officers of the Company are correspondingly and proportionately reduced; # any loss of or change in your position and title as Executive Chairman of the Board, or any other reduction in your title, authority, duties, or responsibilities to a level materially inconsistent with the position and titles you hold; # a change in your reporting structure such that you no longer report directly to the Company’s Board; or # a relocation of your principal place of employment to a place that increases your one-way commute by more than thirty-five (35) miles as compared to your then-current principal place of employment immediately prior to such relocation. In order for you to resign for Good Reason, each of the following requirements must be met: # you must provide written notice to the Board within thirty (30) days after first becoming aware of the first occurrence of the event giving rise to Good Reason setting forth the basis

Good Reason. “Good Reason” means the occurrence of one or more of the following events without Executive’s express written consent: # a material reduction of Executive’s duties, authorities, or responsibilities relative to Executive’s duties, authorities, or responsibilities in effect immediately prior to the reduction; # a material reduction in Executive’s annual base salary; provided, however, that, a reduction of annual base salary that also applies to substantially all other similarly situated employees of the Company will not constitute “Good Reason”; # a material change in the geographic location of Executive’s primary work facility or location by more than 50 miles from Executive’s then-present location; provided, that a relocation to a location that is within 50 miles from Executive’s then-present primary residence will not be considered a material change in geographic location, or # failure of a successor corporation to assume the obligations under Executive’s employment agreement with the Company. In order for the termination to be for Good Reason, Executive must not terminate Executive’s employment with the Company without first providing written notice to the Company of the acts or omissions constituting the grounds for “Good Reason” within 60 days of the initial existence of the grounds for “Good Reason” and a cure period of 30 days following the date of written notice (the “Cure Period”), the grounds must not have been cured during that time, and Executive must terminate Executive’s employment within 30 days following the Cure Period.