(c) COBRA. For purposes of this Agreement, COBRA means the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended.
(d) Code. For purposes of this Agreement, Code means the Internal Revenue Code of 1986, as amended.
(e) Disability. For purposes of this Agreement, Disability means total and permanent disability as defined in Section 22(e) (3) of the Code.
(f) Firm. For purposes of this Agreement, the Firm means the Companys outside legal counsel or independent public accountants or other firm selected by the Company.
(g) Full Credit Payment. For purposes of this Agreement, Full Credit Payment means a payment, distribution or benefit, whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise, that if reduced in value by one dollar reduces the amount of the parachute payment (as defined in Section 280G of the Code) by one dollar, determined as if such payment, distribution or benefit had been paid or distributed on the date of the event triggering the excise tax.
(h) Good Reason. For purposes of this Agreement, resignation for Good Reason means Executives resignation due to the occurrence of any of the following conditions which occurs without Executives written consent, provided that the requirements regarding advance notice and an opportunity to cure set forth below are satisfied:
(i) Any material adverse change, or diminution, in Executives base compensation (including base salary and target bonus), title, position, authority, duties or responsibilities;
(ii) The Company conditions Executives continued service with the Company on the relocation of Executives principal work location to a location that is more than thirty (30) miles from Executives then current principal work location and such relocation results in an increase in Executives one-way commuting distance from Executives home by thirty (30) miles or more;
(iii) The failure of the Company to obtain the assumption of this Agreement by any successor to the Company; or
(iv) Any material breach or material violation of a material provision of this Agreement by the Company (or any successor to the Company).
In order for Executive to resign for Good Reason, Executive must provide written notice to the Company of the existence of the Good Reason condition within ninety (90) days of the initial existence of such Good Reason condition. Upon receipt of such notice, the Company will have thirty (30) days during which it may remedy the Good Reason condition and not be required to provide the severance payments described herein as a result of such proposed resignation. If the Good Reason condition is not remedied within such thirty (30) day cure period, Executive may resign based on the Good Reason condition specified in the notice effective no later than ninety (90) days following the expiration of the thirty (30) day cure period.
(i) Partial Credit Payment. For purposes of this Agreement, Partial Credit Payment means any payment, distribution or benefit that is not a Full Credit Payment. In no event shall Executive have any discretion with respect to the ordering of payment reductions.