(i) Compensation Committee shall mean the compensation committee of the Board. Prior to any time that such a committee has been designated, the Board shall be deemed the Compensation Committee for purposes of this Agreement.
(j) Confidential Information means information that the Company Group has or will develop, acquire, create, compile, discover, or own, that has value in or to the business of the Company Group that is not generally known and that the Company wishes to maintain as confidential. Confidential Information includes, but is not limited to, any and all non-public information that relates to the actual or anticipated business and/or products, research, or development of the Company Group, or to the Company Groups technical data, trade secrets, or know-how, including, but not limited to, research, plans, or other information regarding the Company Groups products or services and markets, customer lists, and customers (including, but not limited to, customers of the Company on whom Executive called or with whom Executive may become acquainted during the Term of Employment), software, developments, inventions, processes, formulas, technology, designs, drawings, engineering, hardware configuration information, marketing, finances, and other business information disclosed by the Company either directly or indirectly in writing, orally, or by drawings or inspection of premises, parts, equipment, or other Company Group property. Notwithstanding the foregoing, Confidential Information shall not include any of the foregoing items (i) that have become publicly and widely known through no unauthorized disclosure by Executive or others who were under confidentiality obligations as to the item or items involved, (ii) that have been independently developed without the use of or reference to Confidential Information or (iii) if such item has been provided by a third party to Executive and is not known by Executive to be subject to any confidentiality restrictions.
(k) Disability shall mean any physical or mental disability or infirmity of Executive that prevents the substantial performance of Executives duties notwithstanding reasonable accommodation for a period of (i) ninety (90) consecutive days or (ii) one hundred fifty (150) non-consecutive days during any twelve (12) month period. Any question as to the existence, extent, or potentiality of Executives Disability upon which Executive and the Company cannot agree shall be determined by a qualified, independent physician selected by the Company and approved by Executive. The determination of any such physician shall be final and conclusive for all purposes of this Agreement.
(l) Good Reason shall mean, without Executives consent, (i) a material demotion in Executives title, duties, authority or responsibilities as set forth in Section 3 hereof, (ii) a reduction in Base Salary set forth in Section 4(a) hereof or Target Annual Bonus opportunity set forth in Section 4(b) hereof, (iii) the relocation of Executives principal place of employment (as provided in Section 3(c) hereof) more than fifty (50) miles from its current location, or (iv) any other material breach of a provision of this Agreement by the Company (other than a provision that is covered by clause (i), (ii), or (iii) above).
(m) Interfering Activities shall mean (A) recruiting, encouraging, soliciting, or inducing, or in any manner attempting to recruit, encourage, solicit, or induce, any Person employed by, or providing consulting services to, any member of the Company Group to terminate such Persons employment or services (or in the case of a consultant, materially reducing such services) with the Company Group, (B) hiring any individual who was employed