(n) Competitive Activity shall mean an activity that is in direct competition with Company and/or any member of the Company Group in any of the States within the United States, or countries within the world, in which the Company Group conducts business with respect to the principal business in which the Company Group engaged while the Executive was employed by the Company Group (i.e., as a convenience store and fuel station business).
(o) Confidential Information shall mean all trade secrets and information disclosed to the Executive or known by the Executive as a consequence of or through the unique position of his employment with the Company Group (including information conceived, originated, discovered or developed by the Executive and information acquired by the Company Group from others) prior to or after the date hereof, and not generally or publicly known (other than as a result of unauthorized disclosure by the Executive), about the Company Group, its vendors, suppliers or their respective businesses and employees. Confidential Information includes, but is not limited to, inventions, ideas, designs, computer programs, circuits, schematics, formulas, algorithms, trade secrets, works of authorship, mask works, developmental or experimental work, processes, techniques, improvements, methods of manufacturing, know-how, data, financial information and forecasts, product plans, marketing plans and strategies, price lists, customer lists and contractual obligations and terms thereof, data, documentation and other information, in whatever form disclosed, relating to the Company Group, including, but not limited to, financial statements, financial projections, business plans, listings and contractual obligations and terms thereof, components of intellectual property, unique designs, methods of manufacturing or other technology of the Company Group.
(p) Disability shall mean the Executives inability, or failure, to perform the essential functions of his position, with or without reasonable accommodation, by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than twelve (12) months.
(q) Equity Plan shall mean the Companys 2020 Incentive Compensation Plan, as amended from time to time, and any successor plan thereto.
(r) Expiration Date shall mean the date on which the Term of Employment, including any renewals thereof under Section 3(b), shall expire.
(s) Good Reason shall mean the occurrence of any of the following: (i) a reduction in the Executives Base Salary, Target Bonus or Annual LTI Award; (ii) a non-de minimis diminution in any respect of the Executives title, authority, duties, or responsibilities; (iii) a diminution in any respect in the authority, duties, or responsibilities of the supervisor to whom the Executive is required to report, including a requirement that the Executive report to a corporate officer or Executive instead of reporting directly to the Board; (iv) a material diminution in any respect the budget over which the Executive retains authority; (v) a change in the geographic location of the Companys business that would require him to relocate more than fifty (50) miles from Miami-Dade County, Florida; (vi) a Change in Control of the Company, or (v) any other action or inaction that constitutes a material breach by the Company of this Agreement.