Non-Change of Control Period Good Reason

Non-Change of Control Period Good Reason. Other than during the Change of Control Period, Good Reason means any of the following that occur without the Employee's consent: (i) a material reduction of the Employee's Base Salary, excluding any reduction generally applicable to senior executives; (ii) a material reduction in the Employee's Target Bonus, excluding any reduction generally applicable to senior executives; (iii) a material reduction in the Employee's title; (iv) a material reduction in the Employee's duties or... responsibilities; or (v) requiring the Employee to relocate to a location more than thirty-five (35) miles from his or her then current office location, provided, however, that Good Reason shall not exist unless the Employee has provided the Company with written notice of the purported grounds for such Good Reason within ninety (90) days of its initial existence and such purported grounds, after good faith negotiations, are not cured within thirty (30) days of the Company's receipt of such written notice. View More