15 Good Reason. Means the occurrence of any of the events or conditions described in Subsections a through f hereof which are not cured by the Company (if susceptible to cure by the Company) within 20 days after the Company has received written notice from Executive specifying the particular events or conditions which constitute Good Reason and the specific cure requested by 6 Executive: 1.5.a. the assignment to Executive of duties inconsistent in any
... material respect with Executive's position (including status, offices, and reporting requirements), authority or responsibilities as previously existing; 1.5.b. a reduction in Executive's annual base salary or level of eligible (or target) participation in the Company Annual Incentive Plan (or such bonus plan as may be substituted from time to time); 1.5.c. the Company's requiring Executive to be based at any place outside either (x) a 30-mile radius from Costa Mesa, California, or (y) the Company's executive offices, except for reasonably required travel on the Company's business; 1.5.d. the failure by the Company to (i) continue in effect any material compensation or benefit plan in which Executive was participating, including, but not limited to, the Company's deferred compensation plan and 401(k) plan, any life, insurance, medical, health, and accident or disability plan and any vacation or automobile program or policy, if any, in which the Executive participates, unless an equitable arrangement (embodied in an ongoing substitute or alternative plan) has been made with respect to such plan or program; (ii) continue the Executive's participation therein (or in such substitute or alternative plan) on a basis not materially less favorable than the basis previously existing; 1.5.e. the failure of the Company to obtain the agreement from any successor to the Company to assume and agree to perform this Agreement. 1.5.f. any other breach by the Company of any material provision of this Agreement. Executive's right to terminate the Executive's employment for Good Reason shall not be affected by Executive's incapacity due to physical or mental illness.
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