Good Reason. For the purposes of this Agreement, “Good Reason” means Executive’s resignation within thirty (30) days following the expiration of any Company cure period (discussed below) following the occurrence of one or more of the following, without Executive’s express written consent: # a material breach of any provision of this Agreement by the Company; # any material reduction by the Company of Executive’s duties, responsibilities, or authority which causes Executive’s position to become materially of less responsibility or authority than Executive’s position as of immediately following the Effective Date; # a material relocation of the Company’s principal place of business of Executive more than 35 miles from Executive’s residence in Manhattan; or # a material diminution in Executive’s base salary (other than in the context of salary or consideration reductions applied in identical percentages to all executive officers of the Company). Executive will not resign for Good Reason 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 reasonable cure period of not less than thirty (30) days following the date the Company receives such notice during which such condition must not have been cured.

Good Reason. For purposes of this Agreement, and subject to the caveat at the end of this Section 4.6.3, “Good Reason” for Executive to terminate his employment hereunder shall mean the occurrence of any of the following events without Executive’s prior written consent:

Good Reason. “Good Reason” means Executive’s termination of employment within thirty (30) days following the expiration of any cure period (discussed below) following the occurrence of one or more of the following, without Executive’s express written consent: # a material reduction in Executive’s duties, authority or responsibilities (but subject to the remaining provisions of this section); # a material reduction by the Company in the annual base compensation or target bonus opportunity (as a percentage of base salary) of Executive as in effect immediately prior to such reduction provided, however, that one or more reductions in base compensation or target bonus opportunity applicable to all executives generally that, cumulatively, total ten percent (10%) or less in base compensation and/or ten (10) percentage points or less in target bonus opportunity will not constitute a material reduction for purposes of this clause (ii); # the relocation of Executive to a facility or a location more than fifty (50) miles from Executive’s then present location; # the failure of the Company to obtain the assumption of this agreement by any successors contemplated in Section 8 below; or # a material breach by the Company of this Agreement or any equity award agreement between Company and Executive. In order for an event to qualify as 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 the Company shall have failed to cure during a period of thirty (30) days following the date of such notice. Executive must give notice of election to terminate employment within thirty (30) days after the end of the cure period and such termination date, except as provided in the next sentence, must be within ninety (90) days thereafter. Notwithstanding the preceding, Executive agrees that, if Executive claims Good Reason on account of a material reduction described in clause (i) that occurs following a Change of Control and that has not been cured as described above, Executive will, upon the request of the Company or its successor and notwithstanding the existence of Good Reason, remain in employment with the Company or its successor for one (1) year after the Change of Control or such shorter period as the Company or its successor may specify (such employment period being the “Transition Period”). The nature of Executive’s role during the Transition Period shall be determined by the Board or its successor but shall consist only of duties and responsibilities substantially similar to those held by Executive immediately prior to the Change of Control (excluding reductions related to the Company becoming a subsidiary or business unit of a larger organization, ceasing to be a publicly-held company or transitioning Executive’s duties to others in the organization) or serving as a senior level strategic advisor (collectively, the “Permitted Services”). Executive and the Company agree to structure the Permitted Services so that Executive does not incur a separation from service within the meaning of Code [Section 409A] until the end of the Transition Period. Executive agrees to use Executive’s good faith commercially reasonable efforts to carry out the Permitted Services. Executive agrees that Executive will not terminate employment until the end of the Transition Period (if any), at which time Executive’s employment will end, Executive’s claim of Good Reason will be perfected, and Executive will be entitled to such applicable severance payments and benefits, subject to the other terms of this Agreement upon such separation from service. For purposes of the preceding sentence, if, during the Transition Period, Executive’s employment ends due to Executive’s death, Executive becoming disabled, the Company terminating Executive without Cause or unilaterally permanently reducing Executive’s hours of employment so that Executive incurs a separation from service under Code [section 409A], or Executive voluntarily terminating on account of a further Good Reason (as defined in the following sentence), Executive’s claim of Good Reason will be deemed perfected and Executive will be entitled to such applicable severance payments and benefits, subject to the other terms of this Agreement. During the Transition Period, Executive shall be entitled to claim further Good Reason only if Executive’s duties and responsibilities differ materially from the Permitted Services or for a reason described in [clauses (ii) through (v)] inclusive of the above Good Reason definition. If the Transition Period applies, Executive’s separation from service at the end of the Transition Period shall be deemed to have occurred within the Change of Control Period as defined in this Agreement.

Good Reason. The Executive shall have “Good Reason” for termination of employment in the event of any of the following without the Executive’s prior written consent:

Good Reason. “Good Reason” means, without Executive’s written consent, # a material reduction in Executive’s authority, duties or responsibilities with the Company relative to Executive’s authority, duties or responsibilities in effect immediately prior to such reduction; provided, however, any change immediately following a Change in Control to a functionally comparable position with the Company’s successor or within its group of controlled corporations shall not constitute Good Reason hereunder, # a material reduction in the Executive’s base compensation, other than in connection with simultaneous reductions in all other senior executives at the vice president level or above of equal or greater amount in percentage terms, # a material change in the geographic location at which Executive must perform the his or her duties (which, for purposes of this Agreement, means a change of geographic location from which the Executive is principally employed to a location more than fifty (50) miles from the location of his or her principal employment immediately prior to the relocation); or # a material breach by the Company of this Agreement or any other agreement between Executive and the Company; provided, however, that for “Good Reason” to be established under this Agreement, Executive must provide written notice to the Company’s Board of Directors within 30 days immediately following such events described in [(i) through (iv) hereof], the Company must fail to cure such event within 30 days after receipt of such notice, and Executive’s resignation must be effective not later than 90 days after the expiration of such period to cure.

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 prior written consent: # any material and adverse change to Executive’s position, authority, responsibilities, or job location in effect under this Agreement; # any material reduction in base salary or bonus opportunity as provided under this Agreement; # an assignment to Executive of any duties materially inconsistent with Executive’s status as Chief Financial Officer; or # any failure to secure the agreement of any successor entity to fully assume the Company’s obligations under this Agreement. In order to resign for Good Reason, Executive must provide written notice to the Board within 60 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 90 days after the expiration of the cure period.

Good Reason. The term “Good Reason” shall have the meaning assigned to such term in any employment agreement between Participant and the Employer, or in the absence of an employment agreement or such term being defined in an employment agreement, “Good Reason” shall mean any of the following to which the Participant will not consent in writing:

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. For purposes of this Award, # “Good Reason” shall have the meaning assigned to such term in any written employment or similar agreement between the Company or any of its Subsidiaries and the Holder in effect on the Grant Date or # if Holder is not party to an employment or similar agreement in effect on the Grant Date which defines “Good Reason,” then “Good Reason” shall mean Holder's voluntary termination as an employee, director or consultant of the Company or its affiliates within 60 days after # a requirement by the Company or an affiliate of the Company that Holder relocate or commute to a location more than 50 miles away from Holder's work location as of the Grant Date, unless Holder has consented in writing to such requirement, # a material reduction by the Company in Holder's base salary (other than a reduction in connection with substantially proportionate reductions to the base salary of substantially all other executives of the Company), unless Holder has consented in writing to such reduction, or # a material diminution in Holder's duties and responsibilities inconsistent with Holder's position with the Company and Holder's duties and responsibilities immediately prior to such material diminution (but excluding transfers of duties and responsibilities to one or more employees as a result of the Company's natural growth, and excluding further any material diminution in Holder's duties and responsibilities as a result of a corporate transaction, so long as Holder has substantially similar duties and responsibilities in a division, subsidiary or other entity that is substantially similar in size to the division, subsidiary or other entity over which Holder had authority and responsibility prior to the relevant corporate transaction), unless Holder has consented in writing to such diminution; provided, however, that the Company shall have a 30-day period to cure any such Good Reason event and, if cured, the Holder shall not be eligible to terminate Holder’s employment due to such Good Reason event.

Good Reason. For purposes of this Agreement, “Good Reason” shall mean the occurrence of any of the following, without the Executive’s express written consent: