Good Reason. For purposes of this Agreement, “Good Reason” means: # a material reduction or adverse change in Executive’s title, position, duties or compensation without Executive’s prior express written consent; and # any other material breach by the Company of its obligations hereunder, which breach remains uncured for thirty (30) days following written notice to the Company of such breach, which notice specifies in reasonable detail the nature of such breach.

Good Reason. For purposes of this Agreement, “Good Reason” shall mean # a material breach by Company of the provisions of this Agreement, which failure has not been cured within 30 days after a written notice of such noncompliance has been given by Executive to Company; # any purported termination of Executive’s employment which is not effected in compliance with the requirements of this Agreement; # any reduction in title or a material adverse change in Executive’s responsibilities or authority which are inconsistent with, or the assignment to Executive of duties inconsistent with, Executive’s status as Chief Financial Officer of Company; or # any reduction in Executive’s annual base salary as in effect on the date hereof or as the same may be increased from time to time.

“Good Reason” means the existence of any of the following, without the Executive’s written consent: # a material diminution in the Executive’s authority, duties, or responsibilities; # a material diminution in Base Salary or Target Opportunity, except for any across-the-board reductions approved by the Board for all similarly-situated employees (not to exceed 10%); # a change to the Executive’s primary work location to a location more than 50 miles away; or # a material breach of the Agreement by the Company including, but not limited to, # the failure of the Company or its Affiliates to obtain the assumption of their obligations under this Agreement by any successor or assign as contemplated in Section 14.6 or # a material breach of this Agreement by the Company. For purposes of this definition, the Executive’s termination will not be considered to have been with Good Reason unless # he provides written notice to the Company of the condition constituting Good Reason within 90 days of the Executive having knowledge of its initial existence, # such condition remains uncured for at least 30 days following the Company’s receipt of such notice, and # the Executive actually terminates employment following the expiration of any cure period but within two years of the initial occurrence of such condition.

Good Reason means, without the Executive’s consent, # any material adverse change in the Executive’s position, authority, duties, or responsibilities after the Executive has given the Company and the Board reasonable notice in writing of such change and a reasonable opportunity to correct it; or # a material breach of this Agreement by the Company after the Executive has given the Company and the Board reasonable notice in writing of such breach and a reasonable opportunity to correct it.

Good Reason Defined. For purposes of this Agreement, “Good Reason” shall exist if, without the Executive’s express written consent, the Company: # materially reduces or decreases the Executive’s Base Salary or Incentive Compensation opportunity level from the level in effect on the Effective Date (or some subsequent higher level put into effect by the Board subsequent to the Effective Date), unless such reduction or decrease is in connection with an across-the-board reduction or decrease in the Base Salaries or Incentive Compensation opportunity levels of all the Company’s other senior level executives, # willfully fails to include the Executive in any incentive compensation plans, bonus plans, or other plans and benefits provided by the Company to other executive level executives, # materially reduces, decreases or diminishes the nature, status or duties and responsibilities of the Position from those in effect on the Effective Date, and such reduction, decrease or diminution is not reasonably related to or the result of an adverse change in the Executive’s performance of assigned duties and responsibilities, or # requires the Executive to # regularly perform the duties and responsibilities of the Position at, or # relocate the Executive’s principal place of employment to, a location which is more than fifty (50) miles from the location of the Executive’s principal place of employment as of the Effective Date. Notwithstanding the above, Good Reason shall not include the death, Disability or voluntary retirement of the Executive or any other voluntary action taken by or agreed to by the Executive related to the Position or his employment with the Company or its Subsidiaries. Further, Good Reason shall not include any of the events or conditions described in items [(i), (ii), (iii) or (iv) above] unless the Executive provides notice to the Company of the existence of the event or condition within ninety (90) days of the initial existence of the event or condition, the Company fails to cure such event or condition within thirty (30) days of receiving the Employee’s initial notice, and the Executive terminates employment with a subsequent written notice to the Company after such thirty (30) day cure period but within ninety (90) days after the Executive provides the initial written notice to the Company of the existence of such event or condition. If requested by the Company, the Executive shall continue to work exclusively for the Company during such thirty (30) day cure period; provided, however, the Company shall have the right, in its sole discretion, to terminate this Agreement at any time during such thirty (30) day cure period upon written notice to the Executive.

“Good Reason” shall mean: # the material breach by the Employer or the Company of any material provision of this Agreement or any other agreement by and between the Executive and any of the Companies affecting the terms of the Executive’s employment with any of the Companies, which breach, if curable, is not remedied within thirty (30) days after the Employer’s or the Company’s receipt of written notice thereof from the Executive; # the material diminution of the Executive’s position, authority, duties or responsibilities with respect to any of the Companies or the assignment to the Executive of duties and responsibilities that are materially inconsistent with those duties and responsibilities customarily assigned to a president and chief executive officer of a similarly situated company; # the failure of any successor of the Company or the Employer to assume in a writing delivered to the Executive and reasonably satisfactory to the Executive the obligations of this Agreement; # solely with respect to [Section 4.1], a reduction in the Executive’s base salary which reduction is not commensurate with that of similarly situated executive officers; # solely with respect to [Section 4.2], a reduction in the Executive’s base salary regardless of whether such reduction is or is not commensurate with that of similarly situated executive officers; # solely with respect to [Section 4.1], treatment of the Executive under the Executive Bonus Plan or under any other executive bonus plan in which similarly situated executive officers of the Company are eligible to participate in a manner inconsistent in any material respect with the treatment under such plan of such similarly situated executive officers, including, without limitation, with respect to eligibility to participate in such plan, conditions and criteria for earning bonuses thereunder and the amount of bonuses thereunder; or # solely with respect to [Section 4.2], any modification of the Executive Bonus Plan or any other executive bonus plan in which similarly situated executive officers of the Company are eligible to participate in a manner that will materially change the Executive’s treatment under such plan including, without limitation, with respect to eligibility to participate in such plan, conditions and criteria for earning bonuses thereunder and the amount of bonuses thereunder and regardless of whether such material change is or is not commensurate with that of similarly situated executive officers. Any termination by Executive for Good Reason may only occur if Executive provides written notice of termination for Good Reason within forty-five (45) days after Executive learns about the occurrence of the event giving rise to the claim of Good Reason and the Company or the Employer fails to remedy the matter within thirty (30) days of receipt of such notice from Executive.

For purposes of this Agreement, “Good Reason” shall mean # the material breach of any of Company’s obligations under this Agreement without Executive’s written consent; # the change of Executive’s title or the assignment to Executive of any duties that materially adversely alter the nature or status of Executive’s office, title, and responsibilities, including reporting responsibilities, or action by Company that results in the material diminution of Executive’s position, duties or authorities, from those in effect immediately prior to such change in title, assignment or action, in each case, without Executive’s written consent; or # in the event that Executive and Company cannot agree on a relocation package, the relocation of Company’s principal executive offices, or Company’s requiring Executive to relocate, anywhere outside the greater Houston, Texas metropolitan area, except for required travel on Company’s business to an extent substantially consistent with Executive’s obligations under this Agreement. To constitute Good Reason, Executive is required to provide notice to Company of the existence of the conditions constituting Good Reason within a period not to exceed ninety (90) days from the initial existence of the condition and Company must be provided a period of at least 30 days during which it may remedy the condition.

“Good Reason” means, without the Executive’s consent, # material diminution in title, duties, responsibilities or authority; # reduction of Base Salary, MIP Target or employee benefits except for across-the-board changes for executives at the Executive’s level; # exclusion from executive benefit/compensation plans; # material breach of the Agreement that ​ has not cured within thirty (30) days after the Executive has provided ​ notice of the material breach which shall be given within sixty (60) days of the Executive’s knowledge of the occurrence of the material breach; or # resignation in compliance with securities, corporate governance or other applicable law (such as the US Sarbanes-Oxley Act) as specifically applicable to such Executive. For avoidance of doubt, a change in reporting relationship to the CEO’s designee shall not constitute “Good Reason.”

"GOOD REASON"shall mean one or more of the following conditions arising not more than six months before Executive's termination date without Executive's consent: # a material breach by the Company of any provision of this Agreement; # assignment by the Board or a duly authorized committee thereof to Executive of any duties that materially and adversely alter the nature or status of Executive's position, job descriptions, duties, title or responsibilities from those of a President and Chief Executive Officer, or eligibility for Company compensation plans; # requirement by the Company for Executive to relocate to a primary place of business which is more than ​ miles away from the Executive's primary place of business as of the Effective Date of this Agreement; or # a material reduction in Executive's Base Salary in effect at the relevant time. Notwithstanding anything herein to the contrary, Good Reason will exist only if Executive provides notice to the Company of the existence of the condition otherwise constituting Good Reason within 90 days of the initial existence of the condition, and the Company fails to remedy the condition on or before the 30th day following its receipt of such notice.

“Good Reason” means any of the following in each case without Executive’s consent: # a material breach of this Agreement by the Company; # a material adverse change in the Executive’s position with the Company; # the Company’s material failure to pay amounts or provide benefits when due under this Agreement, or # a material diminution in Executive’s authority, duties or responsibilities;. Notwithstanding the foregoing, Good Reason shall not be deemed to exist unless Executive provides written notice to the Company describing in detail the basis and underlying facts supporting Executive’s belief that a Good Reason event has occurred within thirty (30) days after Executive first becomes aware of such facts. Executive’s termination of the Employment Period for Good Reason will be effective only if the Company has not cured or remedied the Good Reason event within thirty (30) calendar days after its receipt of such written notice.