These excerpts taken from the ALTH 10-K filed Feb 27, 2008.
(n) Employee shall have the meaning set forth in the preamble hereto.
(o) Good Reason shall mean any one of the following events which occurs without Employees written consent on or after the commencement of Employees employment: (i) a reduction of Employees then existing Base Salary or Target Bonus by more than ten percent (10%), unless the Employee accepts such reduction or such reduction is done in conjunction with similar reductions for similarly situated employees of the Company (it being understood that, solely for purposes of this paragraph 1(o), such a reduction in the Target Bonus not accepted by Employee is considered a material breach of this Agreement); (ii) any request by the Company (or any surviving or acquiring corporation) that the Employee relocate to a new principal base of operations that would increase Employees one-way commute distance by more than thirty-five (35) miles from his then-principal residence, unless Employee accepts such relocation opportunity; (iii) a material diminution in Employees authority, duties or responsibilities with the Company, or any removal or involuntary termination of Employee from the Company otherwise than as expressly permitted by this Agreement; (iv) the failure of the Company to obtain the assumption agreement from any successor as contemplated in Section 17(a) (it being understood that, solely for purposes of this paragraph 1(o), the Companys failure to obtain such assumption agreement shall be considered a material breach of this Agreement); (v) for purposes of Section 8(g) only, if, following a Change in Control, Employees benefits and responsibilities are materially reduced, or Employees Base Salary or Target Bonus are reduced by more than 10%, in each case, by comparison to the benefits, responsibilities, Base Salary or Target Bonus in effect immediately prior to such reduction (it being understood that, solely for purposes of this paragraph 1(o), the aforementioned reductions in the Target Bonus or benefits are considered a material breach of this Agreement); or (vi) a material breach of this Agreement by the Company.
(p) Interfering Activities shall mean (i) encouraging, soliciting, or inducing, or in any manner attempting to encourage, solicit, or induce, any Person employed by the Company or any subsidiary thereof to terminate such Persons employment with the Company or such subsidiary; (ii) hiring any Person who was employed by the Company or any subsidiary thereof within the six (6) month period prior to the date of such hiring; or (iii) encouraging, soliciting or inducing, or in any manner attempting to encourage, solicit or induce any client, account, customer, licensee or other business relation of the Company or any subsidiary thereof to cease doing business with or reduce the amount of business conducted with (including by providing similar services or products to any such Person) the Company or such subsidiary, or in any way interfere with the relationship between any such client, account, customer, licensee or business relation and the Company or such subsidiary.
(q) Person shall mean any individual, corporation, partnership, limited liability company, joint venture, association, joint-stock company, trust (charitable or non-charitable), unincorporated organization or other form of business entity.