(iii) For purposes of this Agreement, Good Reason shall mean:
(A) a significant reduction in the duties, authorities or responsibilities of Executive;
(B) a reduction in Executives Base Salary without Executives consent;
(C) a reduction in (i) Executives Bonus opportunity or (ii) Executives Other Compensation that disproportionately affects Executive as compared to other employees eligible for such Other Compensation;
(D) a change in the location of Executives principal place of employment by more than twenty-five (25) miles from its location as of the Effective Date; or
(E) a material violation of this Agreement.
Notwithstanding the foregoing, except with respect to (D), Good Reason shall exist only after Executive gives the Company written notice of the circumstances giving rise to Good Reason (Good Reason Notice) within thirty (30) days of the occurrence of the circumstances giving rise to Good Reason and the Company has an opportunity to remedy such circumstances within thirty (30) days of such Good Reason to the reasonable satisfaction of Executive.
(a) Executive acknowledges that, by reason of his employment with the Company, Executive has been and will be given access to, has developed and will develop, and has and will become informed of, confidential or proprietary information (whether or not in writing, and whether or not developed by Executive) concerning the Companys and other Company Entities prior, current or contemplated businesses, products, services, plans and strategies, business relationships, employees, Clients (as defined below), Prospective Clients (as defined below), prospects and financial affairs, which is not generally known to the public or in the trade, is a competitive asset, constitutes trade secrets (as defined under applicable law) or the disclosure of which would reasonably be expected to result in a competitive disadvantage to the Company or HFF Holdings LLC, HFF Partnership Holdings LLC, Holliday GP Corp., Holliday Fenoglio Fowler, L.P., HFF Securities, LP, and their affiliates and their related entities (the collectively, including the Company, the Company Entities) (collectively Confidential Information). By way of illustration, but without limitation, Confidential Information includes: (i) corporate information, including plans, strategies, developments, policies, resolutions, negotiations or litigation; (ii) marketing information, including strategies, methods, planning data, customers, clients, prospects, mailing lists, customer and client lists, referral sources and information, vendor lists, suppliers, supplier lists, market analyses or projections, financial information, reports or forecasts; (iii) financial information, including cost and performance data, financial results and information about the business condition of the Company Entities, debt arrangement, equity or financing structure, investors and holdings, purchasing, sales data, and pricing or cost data and information; (iv) operational and technological information, including plans, manuals, forms, templates, intellectual property, inventions, software, software code, software-related documents, innovations, improvements, designs, research, developments,
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