definiens: means, if the holder of a Company Equity Award ( I ) is a party to an Applicable Employment Agreement listed in Section 4.1(j)(i ) of the Company Disclosure Letter, as defined in such Agreement, or ( II ) is not a party to an Applicable Employment Agreement ( 1 ) a reduction in base salary or base wages, or ( 2 ) the transfer of such holder to a principal business location that is more than 50 miles the distance from such holder ’s prior principal business location ( only if such greater distance increases the commute of such holder ) . A termination of employment will qualify as a termination for Good Reason only if ( x ) the applicable individual provides written notice to the Company, within ninety ( 90 ) days o f the first existence or occurrence of any of the conditions specified above ; ( y ) the Company fails to cure the condition(s ) within thirty ( 30 ) days of receiving such written notice ; and ( z ) the individual terminates employment not later than thirty ( 30 ) days following the end of such thirty ( 30 ) -day cure period