A compound of Formula I: or a pharmaceutically acceptable salt thereof, wherein X is NH or O; Y is NR 2 R 3 or Each R 1 is independently halo, C 1 -C 6 alkyl, C 3 -C 10 cycloalkyl, or OR, wherein said alkyl and cycloalkyl are optionally substituted with one to three groups selected from halo, OR, CF 3, or CN; Each R is independently H, C 1 -C 6 alkyl, or C 3 -C 10 cycloalkyl, wherein said alkyl and cycloalkyl are optionally substituted with one to three groups selected from halo, OH, C 1 -C 6 alkoxy, CF 3, or CN; Each R a is independently H, C 1 -C 6 alkyl, or C 3 -C 10 cycloalkyl, wherein said alkyl and cycloalkyl are optionally substituted with one to three groups selected from C 1 -C 6 alkyl, halo, OR, CF 3, or CN; Each R b is independently H, C 1 -C 6 alkyl, C 3 -C 0 cycloalkyl, or aryl, wherein said alkyl, cycloalkyl and aryl are optionally substituted with one to three groups selected from halo, OR, CF 3, or CN; R 2 is H, C 1 -C 6 alkyl, CF 3, or C 3 -C 10 cycloalkyl, where said alkyl or cycloalkyl are optionally substituted with one to three groups selected from C 1 -C 6 alkyl, halo, OR, CF 3, or CN; R 3 is C 1 -C 6 alkyl, (CR d 2) t -aryl, C 3 -C 10 cycloalkyl, or (CR d 2) t -heteroaryl, where said alkyl, aryl, cycloalkyl, or heteroaryl is optionally substituted with one to four groups selected from C 1 -C 6 alkyl, OR, halo, CF 3, or aryl; Each R d is independently H, halo,CF 3, or C 1 -C 6 alkyl, where said alkyl is optionally subsituted with one to three halo or OR; R 4 is H, C 1 -C 6 alkyl, aryl, C 3 -C 10 cycloalkyl, heteroaryl, or heterocyclyl, where said alkyl, aryl, cycloalkyl, heteroaryl, or heterocyclyl is optionally substituted with one to four groups selected from C 1 -C 6 alkyl, halo, CF 3, or OR; m is 0, 1, 2 or 3; p is 0,1, or 2; t is 0, 1 or 2; and z is 0 or 1, wherein the following compounds are excluded: X is NH or O; Y is NR 2 R 3 or Each R 1 is independently halo, C 1 -C 6 alkyl, C 3 -C 10 cycloalkyl, or OR, wherein said alkyl and cycloalkyl are optionally substituted with one to three groups selected from halo, OR, CF 3, or CN; Each R is independently H, C 1 -C 6 alkyl, or C 3 -C 10 cycloalkyl, wherein said alkyl and cycloalkyl are optionally substituted with one to three groups selected from halo, OH, C 1 -C 6 alkoxy, CF 3, or CN; Each R a is independently H, C 1 -C 6 alkyl, or C 3 -C 10 cycloalkyl, wherein said alkyl and cycloalkyl are optionally substituted with one to three groups selected from C 1 -C 6 alkyl, halo, OR, CF 3, or CN; Each R b is independently H, C 1 -C 6 alkyl, C 3 -C 0 cycloalkyl, or aryl, wherein said alkyl, cycloalkyl and aryl are optionally substituted with one to three groups selected from halo, OR, CF 3, or CN; R 2 is H, C 1 -C 6 alkyl, CF 3, or C 3 -C 10 cycloalkyl, where said alkyl or cycloalkyl are optionally substituted with one to three groups selected from C 1 -C 6 alkyl, halo, OR, CF 3, or CN; R 3 is C 1 -C 6 alkyl, (CR d 2) t -aryl, C 3 -C 10 cycloalkyl, or (CR d 2) t -heteroaryl, where said alkyl, aryl, cycloalkyl, or heteroaryl is optionally substituted with one to four groups selected from C 1 -C 6 alkyl, OR, halo, CF 3, or aryl; Each R d is independently H, halo,CF 3, or C 1 -C 6 alkyl, where said alkyl is optionally subsituted with one to three halo or OR; R 4 is H, C 1 -C 6 alkyl, aryl, C 3 -C 10 cycloalkyl, heteroaryl, or heterocyclyl, where said alkyl, aryl, cycloalkyl, heteroaryl, or heterocyclyl is optionally substituted with one to four groups selected from C 1 -C 6 alkyl, halo, CF 3, or OR; m is 0, 1, 2 or 3; p is 0,1, or 2; t is 0, 1 or 2; and z is 0 or 1, wherein the following compounds are excluded: