Definition

“Good Reason” means a termination of a Participant’s employment by such Participant following the occurrence of one or more of the following events: (a) a material reduction in the Participant’s annual base salary or target annual bonus opportunity (unless a similar reduction is applied broadly to similarly situated employees), (b) a material reduction in the scope of a Participant’s duties and responsibilities, or (c) the relocation of the Participant’s principal place of employment to a location that is more than 50 miles from such prior location of employment. In order for a termination by the Executive to constitute a termination for Good Reason, (i) the Executive must notify the Company of the circumstances claimed to constitute Good Reason in writing not later than the 90th day after it has arisen or occurred, (ii) the Company must not have cured such circumstances within 30 days of receipt of such notice, and (iii) the Executive terminates employment within 6 months of the date on which the circumstances claimed to constitute Good Reason first arose or occurred.

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