Common use of By Executive for Good Reason Clause in Contracts

By Executive for Good Reason. Executive shall be entitled to terminate his employment with the Holding Company hereunder for “Good Reason.” For purposes of this Agreement, any termination of employment under any one or more of the following circumstances shall be for “Good Reason:” (i) Without Executive’s express written consent, the assignment to Executive of any duties inconsistent with Executive’s positions, duties, responsibilities and status with the Holding Company, or a change in Executive’s reporting responsibilities, titles or offices as in effect upon the execution hereof, or any removal of Executive from or any failure to re-elect Executive to the Holding Company’s Board of Directors or any other of Executive’s positions, except in connection with the termination of Executive’s employment for Cause, Disability or as a result of death; (ii) The reduction by the Holding Company of Executive’s Base Salary, as the same may thereafter be increased from time to time; (iii) The failure by the Holding Company to continue Executive’s participation in the bonus and other compensation plans and incentive plans specified in Sections 4(b), 4(c) and 4(d) hereof; (iv) The failure by the Holding Company to continue Executive’s participation in any benefit plan, pension plan, qualified retirement plan, life insurance plan, vacation plan, holiday plan, car lease plan, medical expense, health and accident plan or disability plan, or expense reimbursement arrangement specified in Sections 5 and 6 hereof, or the taking of any action by the Holding Company (prompt notice of which shall be provided to Executive) which would adversely affect Executive’s participation in (including increasing Executive’s costs of such participation), or materially reduce Executive’s benefits under, any of such plans, or which would deprive Executive of any other fringe or personal benefits under any of such plans; provided, however, that notwithstanding the provisions of this Section 7(e)(iv), the Holding Company’s providing benefits of a type or amount different than as provided for hereinabove shall not be deemed a “Good Reason” if required by law or if implemented with respect to all Senior Officers; (v) The relocation of the Holding Company’s principal executive offices to a location outside of Riverside County, California, or the requirement by the Holding Company that Executive be based anywhere other than at the Holding Company’s principal executive offices or the location where Executive is based at the time of execution hereof, except for required travel on the Holding Company’s business to an extent substantially consistent with Executive’s business travel obligations in effect immediately prior to the execution hereof; or, in the event Executive consents to any such relocation of the Holding Company’s principal executive offices or change in the location where Executive is based, the failure by the Holding Company (A) to pay (or promptly reimburse Executive for) all reasonable moving expenses incurred by Executive relating to a change of Executive’s principal residence in connection with such relocation, and (B) to indemnify Executive against any loss (defined as Executive’s cost of terminating any lease for such residence, if it is leased, or if Executive owns such residence the difference between the actual sale price of such residence and the higher of Executive’s aggregate investment in such residence or the fair market value of such residence as determined by any real estate appraiser designated by Executive and reasonably satisfactory to the Holding Company) realized in the lease termination or sale of Executive’s principal residence in connection with any such change of residence, and (C) to reimburse Executive for the amount of any federal, state and local income taxes for which Executive becomes liable by a reason of Executive’s receipt of any amounts under this Section 7(e)(v); (vi) Any purported termination of Executive’s employment by the Holding Company which is not effected pursuant to a Notice of Termination satisfying the requirements of Section 7(g) below; or (vii) A determination by Executive made in good faith that, as a result of a detrimental change in circumstances significantly affecting Executive’s position, Executive is unable properly to carry out all of the authorities, powers, functions, duties and responsibilities attached to Executive’s position and contemplated by Section 3, and the situation is not remedied within 30 days after receipt by the Holding Company of written notice from Executive of such determination.

By Executive for Good Reason. During the Period of Employment, Executive’s employment hereunder may be terminated by the Executive for Good Reason upon written notice to the Company. If: (i) Executive provides written notice to the Company of the occurrence of Good Reason within ninety (90) days after Executive has knowledge of the circumstances constituting Good Reason, which notice shall specifically identify the circumstances which Executive believes constitute Good Reason; (ii) the Company fails to correct the circumstances within thirty (30) days after receiving such notice; and (iii) Executive resigns fifteen (15) days after the Company fails to correct such circumstances; then Executive shall be entitled considered to terminate his employment with the Holding Company hereunder have terminated for “Good Reason.” For Reason for purposes of this Agreement. If Executive's employment is terminated by Executive for Good Reason, any termination of employment under any one or more of Executive shall receive the following circumstances benefits described in Section 10(b) above. Additionally, Executive shall be entitled, upon execution of a release of claims (exclusive of claims for “Good Reasonindemnification under Section 12 or under Company benefit plans) in a form reasonably acceptable to the Company and without subsequent revocation within the period described in such release, to severance payments, in lieu of any other severance benefits, equal to:” (iA) Without Executive’s express written consentone (1) times Base Salary, the assignment to Executive of any duties inconsistent with Executive’s positions, duties, responsibilities and status with the Holding Company, or a change in Executive’s reporting responsibilities, titles or offices as in effect upon on the execution hereofDate of Termination, plus (B) one (1) times Executive’s targeted non-deferred award under the Company’s Incentive Plan in effect for the calendar year in which the Date of Termination occurs (or any removal the targeted annual incentive award for the prior year if such has not then been determined), plus (C) an award as provided for under the Incentive Plan for the year in which the Date of Termination occurs, prorated based on the number of full months Executive from was employed in such year and calculated in accordance with the terms of the applicable Incentive Plan as if the termination were due to death or any failure to re-elect Executive disability, plus (D) to the Holding Company’s Board extent not already paid to Executive under Section 10(b), an incentive award equal to any unpaid awards from Incentive Plans covering periods prior to the one in which the Date of Directors or any other of Executive’s positionsTermination occurs, except in connection with the amount of such award being calculated in accordance with the terms of the applicable Incentive Plan as if the termination were due to death or disability. Upon termination of Executive’s employment for CauseGood Reason, Disability or Executive also shall be entitled to any benefits mandated under any applicable health care continuation laws, including but not limited to COBRA, and the Company will continue paying its portion of the medical and/or dental insurance premiums for the one year period following the Date of Termination as a result of death; (ii) The reduction long as the payment by the Holding Company of Executive’s Base Salarythese amounts does not violate the non-discrimination requirements in Section 105(h) of the Internal Revenue Code of 1986, as amended (the “Code) and its implementing regulations, as the same may thereafter be increased amended from time to time; , but with such payment amounts being credited against (iiiand not in addition to) The failure the allowable health care continuation period as determined under applicable law. Executive shall be solely responsible for all health care continuation coverage costs not otherwise paid by the Holding Company during the initial one year period following the Date of Termination, or for all costs of coverage for any period thereafter. Failure of Executive to pay any portion of these applicable premium costs shall result in immediate loss of coverage as of that date in the manner provided under applicable law, and regardless of any further commitments by the Company to continue Executive’s participation paying any portion of the applicable premium cost as otherwise set forth herein. The Base Salary amount under Section 10(c)(A) shall be paid in a lump sum within ten (10) days or no later than the bonus and first Company payroll date on or after the date the release becomes effective. All other compensation plans and incentive plans Incentive Plan awards shall be paid within the periods specified in Sections 4(b), 4(c) and 4(d) hereof; (iv) The failure by the Holding Company to continue Executive’s participation in any benefit plan, pension plan, qualified retirement plan, life insurance plan, vacation plan, holiday plan, car lease plan, medical expense, health and accident plan or disability plan, or expense reimbursement arrangement specified in Sections 5 and 6 hereof, or the taking of any action by the Holding Company (prompt notice of which applicable Incentive Plan. Payments under this Section 10(c) shall be paid or provided to Executive) which would adversely affect Executive’s participation in (including increasing Executive’s costs of such participation), or materially reduce Executive’s benefits under, any of such plans, or which would deprive Executive of any other fringe or personal benefits under any of such plans; provided, however, that notwithstanding the provisions of this Section 7(e)(iv), the Holding Company’s providing benefits of a type or amount different than as provided for hereinabove shall not be deemed a “Good Reason” if required by law or if implemented with respect to all Senior Officers; (v) The relocation of the Holding Company’s principal executive offices to a location outside of Riverside County, California, or the requirement by the Holding Company that Executive be based anywhere other than at the Holding Company’s principal executive offices or the location where Executive is based only at the time of execution hereofa termination of Executive's employment that constitutes a Separation from Service. Further, except for required travel on the Holding Company’s business to an extent substantially consistent with Executive’s business travel obligations in effect immediately prior to the execution hereof; or, in the event Executive consents to any such relocation of the Holding Company’s principal executive offices or change in the location where if Executive is baseda Specified Employee, the failure by the Holding Company (A) to pay (or promptly reimburse Executive for) all reasonable moving expenses incurred by Executive relating to a change of Executive’s principal residence in connection with such relocation, and (B) to indemnify Executive against any loss (defined as Executive’s cost of terminating any lease for such residence, if it is leased, or if Executive owns such residence the difference between the actual sale price of such residence and the higher of Executive’s aggregate investment in such residence or the fair market value of such residence as determined by any real estate appraiser designated by Executive and reasonably satisfactory to the Holding Company) realized in the lease termination or sale of Executive’s principal residence in connection with any such change of residence, and (C) to reimburse Executive for the amount of any federal, state and local income taxes for which Executive becomes liable by a reason of Executive’s receipt of any amounts payments described under this Section 7(e)(v); 10(c) shall be delayed for a period of six (vi6) Any purported termination of months following Executive’s employment by Separation from Service to the Holding Company which is extent and up to an amount necessary to ensure such payments are not effected pursuant subject to a Notice the penalties and interest under Section 409A of Termination satisfying the requirements of Section 7(g) below; or (vii) A determination by Executive made in good faith that, Code. If the payments are delayed as a result of the previous sentence, then on the first day following the end of such six (6) month period (or such earlier date upon which such amount can be paid under Section 409A of the Code without resulting in a detrimental change in circumstances significantly affecting prohibited distribution), the Company shall pay Executive a lump sum amount equal to the cumulative amount that would otherwise have been payable to Executive during such period, plus interest credited from the date of Executive’s position, Executive is unable properly Separation from Service to carry out all the date of payment at the “applicable federal rate” provided for in Section 7872(f)(2)(A) of the authorities, powers, functions, duties and responsibilities attached to Executive’s position and contemplated by Section 3, and Code in effect as of the situation is not remedied within 30 days after receipt by the Holding Company of written notice from Executive date of such determinationSeparation from Service.

By Executive for Good Reason. Executive shall be entitled to may terminate his employment with hereunder in the Holding Company hereunder for event of any of the following (each of which shall constitute “Good Reason.” For purposes of this Agreement, any termination of employment under any one or more of ”) and the LIN Companies shall have failed to have reasonably remedied such condition within thirty (30) days following circumstances shall be for “written notice from Executive setting forth in reasonable detail the condition giving rise to such Good Reason:” (i) Without either of the LIN Companies fails to perform its respective obligations or breaches any of its covenants or warranties under this Agreement; (ii) the relocation of Executive’s express written consentprimary office to a location that is more than thirty-five (35) miles from the Company’s headquarters in Austin, Texas; or (iii) the Board of Parent or the board of directors of the Company approves, without Executive’s consent or for reasons other than those set forth in Section 8(a), (A) a reduction in Executive’s Base Salary, the Performance Bonus Amount or the Results Bonus Base Amount, or (B) the assignment to Executive of any duties inconsistent with in any material respect with, or effect a material diminution of, Executive’s positions, duties, titles, offices, or responsibilities and status with the Holding Parent or the Company, or a change in Executive’s reporting responsibilities, titles or offices as in effect upon the execution hereof, or any removal demotion of Executive from from, or any failure to re-elect reelect or reappoint Executive to the Holding Company’s Board any of Directors or any other of Executive’s positions, such positions (except in connection with the termination of Executive’s employment for Cause, Disability disability or Cause or as a result of death; (ii) The reduction by the Holding Company of Executive’s Base Salary, as the same may thereafter be increased from time to time; (iii) The failure by the Holding Company to continue Executive’s participation in the bonus and other compensation plans and incentive plans specified in Sections 4(bdeath), 4(c) and 4(d) hereof; (iv) The failure by the Holding Company to continue Executive’s participation in any benefit plan, pension plan, qualified retirement plan, life insurance plan, vacation plan, holiday plan, car lease plan, medical expense, health and accident plan or disability plan, or expense reimbursement arrangement specified in Sections 5 and 6 hereof, or the taking of any action by the Holding Company (prompt notice of which shall be provided to Executive) which would adversely affect Executive’s participation in (including increasing Executive’s costs of such participation), or materially reduce Executive’s benefits under, any of such plans, or which would deprive Executive of any other fringe or personal benefits under any of such plans; provided, however, that notwithstanding with respect to the provisions of this foregoing clause (B) if subsequent to a Change in Control (as hereinafter defined in Section 7(e)(iv24), Executive maintains over the Holding Company’s providing benefits business of the Company substantially the same authority and responsibility with respect thereto that he held prior to such Change in Control, the requirement that the Executive report to officers or the board of parent companies, or a type or amount different than as provided for hereinabove change in the title of Executive, shall not be deemed a of itself constitute “Good Reason.” if required by law or if implemented with respect to all Senior Officers; (v) The relocation of Notwithstanding the Holding Company’s principal executive offices to a location outside of Riverside County, California, or the requirement by the Holding Company that Executive be based anywhere other than at the Holding Company’s principal executive offices or the location where Executive is based at the time of execution hereof, except for required travel on the Holding Company’s business to an extent substantially consistent with Executive’s business travel obligations in effect immediately prior to the execution hereof; or, in the event Executive consents to any such relocation of the Holding Company’s principal executive offices or change in the location where Executive is basedforegoing, the failure by the Holding Company (A) to pay (or promptly reimburse Executive for) all reasonable moving expenses incurred by Executive relating to a change of Executive’s principal residence in connection with such relocation, and foregoing clause (B) to indemnify Executive against any loss of this paragraph (defined as Executive’s cost of terminating any lease for such residence, if it is leased, or if Executive owns such residence the difference between the actual sale price of such residence and the higher of Executive’s aggregate investment in such residence or the fair market value of such residence as determined by any real estate appraiser designated by Executive and reasonably satisfactory to the Holding Companyiii) realized in the lease termination or sale of Executive’s principal residence in connection with any such change of residence, and (C) to reimburse Executive for the amount of any federal, state and local income taxes for which Executive becomes liable by a reason of Executive’s receipt of any amounts under this Section 7(e)(v); (vi) Any purported termination of Executive’s employment by the Holding Company which is shall not effected pursuant to a Notice of Termination satisfying the requirements of Section 7(g) below; or (vii) A determination by Executive made in good faith that, as a result of a detrimental change in circumstances significantly affecting Executive’s position, Executive is unable properly to carry out all of the authorities, powers, functions, duties and responsibilities attached apply to Executive’s position and contemplated by Section 3duties, and title, office, responsibilities or status as a director of the situation is not remedied within 30 days after receipt by the Holding Company of written notice from Executive of such determinationor Parent.

By Executive for Good Reason. Executive may terminate this Agreement and Executive’s employment hereunder in the event of any of the following (each of which shall be entitled to terminate his employment with the Holding Company hereunder for constitute “Good Reason.” For purposes of this Agreement, any termination of employment under any one or more ”) and the LIN Companies shall have failed to have reasonably remedied such condition within thirty (30) days following receipt of the following circumstances shall be for “Good Reason:”Reason Notice (as defined below): (i) Without Executive’s express written consent, Base Salary or Performance Bonus Amount is reduced below the assignment higher of (A) the amount of Base Salary or Performance Bonus Amount (other than pursuant to Executive of any duties inconsistent with Executive’s positions, duties, responsibilities and status with the Holding Company, or a change in Executive’s reporting responsibilities, titles or offices as Section 5(b)(i)) in effect upon immediately prior to a Change in Control or (B) the execution hereof, highest amount of Base Salary or Performance Bonus Amount in effect at any removal of Executive from or any failure to re-elect Executive to the Holding Company’s Board of Directors or any other of Executive’s positions, except in connection with the termination of Executive’s employment for Cause, Disability or as a result of deathtime thereafter; (ii) The reduction by the Holding Company of Executive’s Base Salary, as the same may thereafter be increased from time to time; (iiiA) The any failure by the Holding Company to continue Executive’s participation in effect or provide plans or arrangements pursuant to which the Executive will be entitled to receive grants relating to the securities of Parent (including, without limitation), stock options, stock appreciation rights, restricted stock or other equity based awards) of the same type as the Executive was participating in immediately prior to the Change in Control (hereinafter referred to as “Securities Plans”) or providing substitutes for such Securities Plans which in the bonus and other compensation plans and incentive plans specified in Sections 4(b), 4(caggregate provide substantially similar economic benefits or (B) and 4(d) hereof; (iv) The failure by the Holding Company to continue Executive’s participation in any benefit plan, pension plan, qualified retirement plan, life insurance plan, vacation plan, holiday plan, car lease plan, medical expense, health and accident plan or disability plan, or expense reimbursement arrangement specified in Sections 5 and 6 hereof, or the taking of any action by the Holding Company (prompt notice of which shall be provided to Executive) which would adversely affect effect the Executive’s participation in (including increasing Executive’s costs of such participation)in, or materially reduce Executive’s benefits under, any of such plans, Securities Plan or which would deprive its substitute if in the aggregate Executive of any other fringe or personal benefits under any of such plansis not provided substantially similar economic benefits; provided, however, that notwithstanding the provisions for these purposes any determination of whether Good Reason exists under clauses (A) or (B) of this Section 7(e)(iv)paragraph (ii) because Executive is or is not provided substantially similar economic benefits in the aggregate will be made with due consideration given to such Executive’s Base Salary, other cash compensation (if any) and other equity-based incentive programs to which Executive is also entitled to receive, and not solely on the basis of whether Executive is or is not entitled or eligible to receive equity based incentive compensation; (iii) Executive’s duties, authority and responsibilities or, in the aggregate, the Holding Company’s providing program of retirement and welfare benefits offered to Executive, are materially and adversely diminished, in comparison to the duties, authority, and responsibilities or the program of benefits, in the aggregate, enjoyed by Executive as of (A) the time immediately prior to a type Change in Control or amount different than (B) if prior to a Change in Control, as provided for hereinabove of the date of this Agreement, or Executive is demoted from the position that Executive held as of (Y) the time immediately prior to such Change in Control or (Z) if prior to a Change in Control, as of the date of this Agreement; provided, however, that if, subsequent to a Change in Control, the Executive maintains the same duties, authority and responsibility that Executive held prior to such Change in Control, the requirement that the Executive report to officers or the board of parent companies shall not be deemed a of itself constitute “Good Reason” if required by law unless such officers or if implemented board take actions that materially and adversely interfere with the business decisions of Executive with respect to all Senior Officersthose business matters otherwise subject to Executive’s duties, authority and responsibilities; (viv) The relocation of the Holding Company’s principal executive offices Executive is required to be based at a location outside of Riverside County, California, or the requirement by the Holding Company that Executive be based anywhere other more than at the Holding Company’s principal executive offices or 50 miles from the location where Executive is was based at the time of execution hereof, except for required travel and performed services on the Holding Company’s business Appointment Date, or if Executive is required to an extent substantially consistent with increase Executive’s business travel obligations obligations; provided that Executive shall give notice in effect immediately prior to the execution hereof; or, in writing within 90 days after Executive has knowledge of the event Executive consents to any such relocation forming the basis of Good Reason, which notice shall set forth the Holding Company’s principal executive offices or change in the location where Executive is based, the failure by the Holding Company (A) to pay (or promptly reimburse Executive for) all reasonable moving expenses incurred by Executive relating to a change of Executive’s principal residence in connection with such relocation, and (B) to indemnify Executive against any loss (defined as Executive’s cost of terminating any lease for such residence, if it is leased, or if Executive owns such residence the difference between the actual sale price particulars of such residence event and the higher of Executive’s aggregate investment in such residence or the fair market value of such residence as determined by any real estate appraiser designated by Executive and reasonably satisfactory to the Holding Company) realized in the lease termination or sale of Executive’s principal residence in connection with any such change of residence, and (C) to reimburse Executive for the amount of any federal, state and local income taxes for which Executive becomes liable by a reason of Executive’s receipt of any amounts under this Section 7(e)(v); (vi) Any purported termination of Executive’s employment by the Holding Company which is not effected pursuant to a Notice of Termination satisfying the requirements of Section 7(g) below; or (vii) A determination by Executive made why she believes in good faith that, as a result of a detrimental change in circumstances significantly affecting Executive’s position, Executive is unable properly to carry out all of that Good Reason exists (the authorities, powers, functions, duties and responsibilities attached to Executive’s position and contemplated by Section 3, and the situation is not remedied within 30 days after receipt by the Holding Company of written notice from Executive of such determination“Good Reason Notice”).

By Executive for Good Reason. If Executive shall resign for Good Reason, Executive shall be entitled to terminate his employment with the Holding Company hereunder for “Good Reason.” same rights, and be subject to the same restrictions as provided in Section 4(a) upon termination by Employer without Cause. For purposes of this AgreementSection 4(c), “Good Reason” will mean Executive’s voluntary resignation within ninety (90) days after the occurrence of any termination of employment under any one or more of the following circumstances shall be for “Good Reason:” without the express written consent of Executive (i) Without Executive’s express written consent, the assignment to Executive of any duties inconsistent with Executive’s positions, duties, responsibilities and status with the Holding Company, or a change reduction in Executive’s reporting responsibilities, titles annualized Base Salary or offices as in effect upon the execution hereof, or any removal of Executive from or any failure to re-elect Executive to the Holding Company’s Board of Directors or any other of Executive’s positions, except in connection with the termination of Executive’s employment for Cause, Disability or as a result of death; (ii) The reduction by without the Holding Company express written consent of Executive, a material diminution in Executive’s Base Salarysupervisory responsibilities, as the same may thereafter be increased from time to time; or (iii) The failure by any requirement that the Holding Company Executive relocate to continue a work site that would increase the Executive’s participation in the bonus and other compensation plans and incentive plans specified in Sections 4(b), 4(c) and 4(d) hereof; (iv) The failure by the Holding Company to continue one-way commute distance from Executive’s participation in any benefit planthen principal residence by more than fifty (50) miles, pension plan, qualified retirement plan, life insurance plan, vacation plan, holiday plan, car lease plan, medical expense, health and accident plan or disability plan, or expense reimbursement arrangement specified in Sections 5 and 6 hereof, or the taking of any action by the Holding Company (prompt notice of which shall be provided to Executive) which would adversely affect Executive’s participation in (including increasing Executive’s costs of unless Executive accepts such participation), or materially reduce Executive’s benefits under, any of such plans, or which would deprive Executive of any other fringe or personal benefits under any of such plansrelocation opportunity; provided, however, that notwithstanding Executive acknowledges and agrees that a requirement to relocate to the provisions Coeur d’Alene, Idaho area from Executive’s current residence shall not constitute Good Reason for purposes of this Section 7(e)(iv)Agreement. In addition, Employer shall pay Executive’s COBRA health insurance premiums from the date of termination by Executive for Good Reason through the date that is twelve (12) months after the date of termination by Executive for Good Reason. In the event that Executive terminates his employment for Good Reason, the Holding Company’s providing benefits of a type or amount different than as provided for hereinabove Employer shall not be deemed a “Good Reason” if required by law or if implemented with respect entitled to all Senior Officers; deliver written notice to Executive within fifteen (v15) The relocation days following such termination demanding that the determination of the Holding Company’s principal executive offices to a location outside existence of Riverside County, California, or Good Reason be determined by arbitration in accordance with the requirement by procedures set forth in Section 9 hereof. If the Holding Company arbitrator determines that Executive be based anywhere other than at the Holding Company’s principal executive offices or the location where Executive is based at the time of execution hereof, except for required travel on the Holding Company’s business to an extent substantially consistent with Executive’s business travel obligations in effect immediately prior to the execution hereof; or, in the event Executive consents to any such relocation of the Holding Company’s principal executive offices or change in the location where Executive is basedGood Reason did not exist, the failure by the Holding Company (A) to pay (or promptly reimburse Executive for) all reasonable moving expenses incurred by Executive relating to termination shall be treated as a change of Executive’s principal residence in connection with such relocation, and (B) to indemnify Executive against any loss (defined as Executive’s cost of terminating any lease for such residence, if it is leased, or if Executive owns such residence the difference between the actual sale price of such residence and the higher of Executive’s aggregate investment in such residence or the fair market value of such residence as determined by any real estate appraiser designated voluntary termination by Executive and reasonably satisfactory the Employer shall have no obligations to pay or provide to Executive the Holding Company) realized in the lease termination or sale of Executive’s principal residence in connection with any such change of residence, compensation payments and (C) other benefits to reimburse Executive for the amount of any federal, state and local income taxes for which Executive becomes liable by a reason of Executive’s receipt of any amounts under this Section 7(e)(v); (vi) Any purported termination of Executive’s employment by the Holding Company which is not effected he would have otherwise been entitled to pursuant to a Notice of Termination satisfying termination for Good Reason. If the requirements of Section 7(g) below; or (vii) A determination by Executive made in good faith that, as a result of a detrimental change in circumstances significantly affecting Executive’s positionarbitrator determines that Good Reason did exist, Executive is unable properly shall be entitled to carry out all of the authorities, powers, functions, duties and responsibilities attached to Executive’s position and contemplated by Section 3same rights, and be subject to the situation is not remedied within 30 days after receipt same restrictions as provided in Section 4(a) upon termination by the Holding Company of written notice from Executive of such determinationEmployer without Cause.

By Executive for Good Reason. During the Period of Employment, Executive’s employment hereunder may be terminated by the Executive for Good Reason upon written notice to the Company. If (i) Executive provides written notice to the Company of the occurrence of Good Reason within ninety (90) days after Executive has knowledge of the circumstances constituting Good Reason, which notice shall specifically identify the circumstances which Executive believes constitute Good Reason; (ii) the Company fails to correct the circumstances within thirty (30) days after receiving such notice; and (iii) Executive resigns fifteen (15) days after the Company fails to correct such circumstances; then Executive shall be entitled considered to terminate his employment with the Holding Company hereunder have terminated for “Good Reason.” For Reason for purposes of this Agreement. If Executive's employment is terminated by Executive for Good Reason, any termination of employment under any one or more of Executive shall receive the following circumstances benefits described in Section 10(b) above. Additionally, Executive shall be entitled, upon execution of a release of claims (exclusive of claims for “Good Reasonindemnification under Section 12 or under Company benefit plans) in a form reasonably acceptable to the Company and without subsequent revocation within the period described in such release, to severance payments, in lieu of any other severance benefits, equal to:” (iA) Without Executive’s express written consentone (1) times Base Salary, the assignment to Executive of any duties inconsistent with Executive’s positions, duties, responsibilities and status with the Holding Company, or a change in Executive’s reporting responsibilities, titles or offices as in effect upon on the execution hereofDate of Termination, plus (B) one (1) times Executive’s targeted non-deferred award under the Company’s Incentive Plan in effect for the calendar year in which the Date of Termination occurs (or any removal the targeted annual incentive award for the prior year if such has not then been determined), plus (C) an award as provided for under the Incentive Plan for the year in which the Date of Termination occurs, prorated based on the number of full months Executive from was employed in such year and calculated in accordance with the terms of the applicable Incentive Plan as if the termination were due to death or any failure to re-elect Executive disability, plus (D) to the Holding Company’s Board extent not already paid to Executive under Section 10(b), an incentive award equal to any unpaid awards from Incentive Plans covering periods prior to the one in which the Date of Directors or any other of Executive’s positionsTermination occurs, except in connection with the amount of such award being calculated in accordance with the terms of the applicable Incentive Plan as if the termination were due to death or disability. Upon termination of Executive’s employment for CauseGood Reason, Disability or Executive also shall be entitled to any benefits mandated under any applicable health care continuation laws, including but not limited to COBRA, and the Company will continue paying its portion of the medical and/or dental insurance premiums for the one year period following the Date of Termination as a result of death; (ii) The reduction long as the payment by the Holding Company of Executive’s Base Salarythese amounts does not violate the non-discrimination requirements in Section 105(h) of the Internal Revenue Code of 1986, as amended (the “Code) and its implementing regulations, as the same may thereafter be increased amended from time to time; , but with such payment amounts being credited against (iiiand not in addition to) The failure the allowable health care continuation period as determined under applicable law. Executive shall be solely responsible for all health care continuation coverage costs not otherwise paid by the Holding Company during the initial one year period following the Date of Termination, or for all costs of coverage for any period thereafter. Failure of Executive to pay any portion of these applicable premium costs shall result in immediate loss of coverage as of that date in the manner provided under applicable law, and regardless of any further commitments by the Company to continue Executive’s participation paying any portion of the applicable premium cost as otherwise set forth herein. The Base Salary amount under Section 10(c)(A) shall be paid in a lump sum within ten (10) days or no later than the bonus and first Company payroll date on or after the date the release becomes effective. All other compensation plans and incentive plans Incentive Plan awards shall be paid within the periods specified in Sections 4(b), 4(c) and 4(d) hereof; (iv) The failure by the Holding Company to continue Executive’s participation in any benefit plan, pension plan, qualified retirement plan, life insurance plan, vacation plan, holiday plan, car lease plan, medical expense, health and accident plan or disability plan, or expense reimbursement arrangement specified in Sections 5 and 6 hereof, or the taking of any action by the Holding Company (prompt notice of which applicable Incentive Plan. Payments under this Section 10(c) shall be paid or provided to Executive) which would adversely affect Executive’s participation in (including increasing Executive’s costs of such participation), or materially reduce Executive’s benefits under, any of such plans, or which would deprive Executive of any other fringe or personal benefits under any of such plans; provided, however, that notwithstanding the provisions of this Section 7(e)(iv), the Holding Company’s providing benefits of a type or amount different than as provided for hereinabove shall not be deemed a “Good Reason” if required by law or if implemented with respect to all Senior Officers; (v) The relocation of the Holding Company’s principal executive offices to a location outside of Riverside County, California, or the requirement by the Holding Company that Executive be based anywhere other than at the Holding Company’s principal executive offices or the location where Executive is based only at the time of execution hereofa termination of Executive's employment that constitutes a Separation from Service. Further, except for required travel on the Holding Company’s business to an extent substantially consistent with Executive’s business travel obligations in effect immediately prior to the execution hereof; or, in the event Executive consents to any such relocation of the Holding Company’s principal executive offices or change in the location where if Executive is baseda Specified Employee, the failure by the Holding Company (A) to pay (or promptly reimburse Executive for) all reasonable moving expenses incurred by Executive relating to a change of Executive’s principal residence in connection with such relocation, and (B) to indemnify Executive against any loss (defined as Executive’s cost of terminating any lease for such residence, if it is leased, or if Executive owns such residence the difference between the actual sale price of such residence and the higher of Executive’s aggregate investment in such residence or the fair market value of such residence as determined by any real estate appraiser designated by Executive and reasonably satisfactory to the Holding Company) realized in the lease termination or sale of Executive’s principal residence in connection with any such change of residence, and (C) to reimburse Executive for the amount of any federal, state and local income taxes for which Executive becomes liable by a reason of Executive’s receipt of any amounts payments described under this Section 7(e)(v); 10(c) shall be delayed for a period of six (vi6) Any purported termination of months following Executive’s employment by Separation from Service to the Holding Company which is extent and up to an amount necessary to ensure such payments are not effected pursuant subject to a Notice the penalties and interest under Section 409A of Termination satisfying the requirements of Section 7(g) below; or (vii) A determination by Executive made in good faith that, Code. If the payments are delayed as a result of the previous sentence, then on the first day following the end of such six (6) month period (or such earlier date upon which such amount can be paid under Section 409A of the Code without resulting in a detrimental change in circumstances significantly affecting prohibited distribution), the Company shall pay Executive a lump sum amount equal to the cumulative amount that would otherwise have been payable to Executive during such period, plus interest credited from the date of Executive’s position, Executive is unable properly Separation from Service to carry out all the date of payment at the “applicable federal rate” provided for in Section 7872(f)(2)(A) of the authorities, powers, functions, duties and responsibilities attached to Executive’s position and contemplated by Section 3, and Code in effect as of the situation is not remedied within 30 days after receipt by the Holding Company of written notice from Executive date of such determinationSeparation from Service.

By Executive for Good Reason. If Executive shall resign for Good Reason, Executive shall be entitled to terminate his employment with the Holding Company hereunder for “Good Reason.” same rights, and be subject to the same restrictions as provided in Section 4(a) upon termination by Employer without Cause. For purposes of this AgreementSection 4(c), “Good Reason” will mean Executive’s voluntary resignation within ninety (90) days after the occurrence of any termination of employment under any one or more of the following circumstances shall be for “Good Reason:” without the express written consent of Executive (i) Without Executive’s express written consent, the assignment to Executive of any duties inconsistent with Executive’s positions, duties, responsibilities and status with the Holding Company, or a change reduction in Executive’s reporting responsibilities, titles annualized Base Salary or offices as in effect upon the execution hereof, or any removal of Executive from or any failure to re-elect Executive to the Holding Company’s Board of Directors or any other of Executive’s positions, except in connection with the termination of Executive’s employment for Cause, Disability or as a result of death; (ii) The reduction by without the Holding Company express written consent of Executive, a material diminution in Executive’s Base Salarysupervisory responsibilities, as the same may thereafter be increased from time to time; or (iii) The failure by any requirement that the Holding Company Executive relocate to continue a work site that would increase the Executive’s participation in the bonus and other compensation plans and incentive plans specified in Sections 4(b), 4(c) and 4(d) hereof; (iv) The failure by the Holding Company to continue one-way commute distance from Executive’s participation in any benefit planthen principal residence by more than fifty (50) miles, pension plan, qualified retirement plan, life insurance plan, vacation plan, holiday plan, car lease plan, medical expense, health and accident plan or disability plan, or expense reimbursement arrangement specified in Sections 5 and 6 hereof, or the taking of any action by the Holding Company (prompt notice of which shall be provided to Executive) which would adversely affect Executive’s participation in (including increasing Executive’s costs of unless Executive accepts such participation), or materially reduce Executive’s benefits under, any of such plans, or which would deprive Executive of any other fringe or personal benefits under any of such plansrelocation opportunity; provided, however, that notwithstanding Executive acknowledges and agrees that a requirement to relocate to the provisions Coeur d’Alene, Idaho area from Executive’s current residence shall not constitute Good Reason for purposes of this Section 7(e)(iv), Agreement. Notwithstanding the Holding Company’s providing benefits of a type or amount different than as provided for hereinabove shall not be deemed a “Good Reason” if required by law or if implemented with respect to all Senior Officers; (v) The relocation of the Holding Company’s principal executive offices to a location outside of Riverside County, California, or the requirement by the Holding Company that Executive be based anywhere other than at the Holding Company’s principal executive offices or the location where Executive is based at the time of execution hereof, except for required travel on the Holding Company’s business to an extent substantially consistent with Executive’s business travel obligations in effect immediately prior to the execution hereof; orforegoing, in the event Executive consents notifies Employer of his intention to any such relocation resign for Good Reason, Employer shall have fifteen (15) days from Employer’s receipt of the Holding Companynotice from Executive to cure the condition that triggered Executive’s principal executive offices or change notice of termination. In addition to the rights set forth in Section 4(a), in the location where event Executive shall resign for Good Reason, Employer shall pay Executive’s COBRA health insurance premiums from the date of termination by Executive for Good Reason through the date that is basedtwelve (12) months after the date of termination by Executive for Good Reason. In the event that Executive terminates his employment for Good Reason, the failure by Employer shall be entitled to deliver written notice to Executive within fifteen (15) days following such termination demanding that the Holding Company (A) to pay (or promptly reimburse Executive for) all reasonable moving expenses incurred by Executive relating to a change determination of Executive’s principal residence in connection with such relocation, and (B) to indemnify Executive against any loss (defined as Executive’s cost the existence of terminating any lease for such residence, if it is leased, or if Executive owns such residence the difference between the actual sale price of such residence and the higher of Executive’s aggregate investment in such residence or the fair market value of such residence as Good Reason be determined by any real estate appraiser designated arbitration in accordance with the procedures set forth in Section 9 hereof. If the arbitrator determines that Good Reason did not exist, the termination shall be treated as a voluntary termination by Executive and reasonably satisfactory the Employer shall have no obligations to pay or provide to Executive the Holding Company) realized in the lease termination or sale of Executive’s principal residence in connection with any such change of residence, compensation payments and (C) other benefits to reimburse Executive for the amount of any federal, state and local income taxes for which Executive becomes liable by a reason of Executive’s receipt of any amounts under this Section 7(e)(v); (vi) Any purported termination of Executive’s employment by the Holding Company which is not effected he would have otherwise been entitled to pursuant to a Notice of Termination satisfying termination for Good Reason. If the requirements of Section 7(g) below; or (vii) A determination by Executive made in good faith that, as a result of a detrimental change in circumstances significantly affecting Executive’s positionarbitrator determines that Good Reason did exist, Executive is unable properly shall be entitled to carry out all of the authorities, powers, functions, duties and responsibilities attached to Executive’s position and contemplated by Section 3same rights, and be subject to the situation is not remedied within 30 days after receipt same restrictions as provided in Section 4(a) upon termination by the Holding Company of written notice from Executive of such determinationEmployer without Cause.

By Executive for Good Reason. Executive may terminate, without liability, his employment with the Company for Good Reason (as defined below), provided Executive gives the Company ninety (90) days’ advance written notice of the reason for termination and his intent to terminate this Agreement. During this period, the Company shall have an opportunity to correct the condition constituting Good Reason. If the condition is remedied within this period, Executive’s notice to terminate shall be rescinded automatically; if not remedied, termination of the Executive’s employment shall become effective upon expiration of the above notice period. In this event, the Company shall pay Executive all compensation due and owing through the last day actually worked including any accrued but unused vacation. The Company shall also have the option, in its complete discretion, to make termination effective at any time prior to the end of the notice period, provided that the Company pays Executive all compensation due and owing through the balance of the notice period (not to exceed ninety (90) days). Executive shall be entitled to exercise his right to terminate this Agreement for Good Reason only if he gives the required notice not more than two (2) years after the occurrence of the event that is the basis for the Good Reason. If Executive terminates his employment with the Holding Company hereunder for “Good Reason.” For purposes Reason pursuant to the provisions of this AgreementSection 4(f), any termination Executive shall receive the severance benefits described in and pursuant to the terms of employment under any one or more of the following circumstances subparagraphs 4(c)(i)-(vii) above. Termination shall be for “Good Reason:” ” if Executive voluntarily resigns following: (i) Without Executive’s express written consent, the assignment to Executive of any duties inconsistent with Executive’s positions, duties, responsibilities and status with the Holding Company, or a change in Executive’s reporting responsibilities, titles or offices as in effect upon position with the execution hereof, or any removal of Executive from or any failure to re-elect Executive to the Holding Company’s Board of Directors or any other of Company which materially reduces Executive’s positions, except in connection with the termination level of Executive’s employment for Cause, Disability or as a result of death; responsibility; (ii) The reduction by the Holding Company of Executive’s Base Salary, as the same may thereafter be increased from time to time; (iii) The failure by the Holding Company to continue Executive’s participation in the bonus and other compensation plans and incentive plans specified in Sections 4(b), 4(c) and 4(d) hereof; (iv) The failure by the Holding Company to continue Executive’s participation in any benefit plan, pension plan, qualified retirement plan, life insurance plan, vacation plan, holiday plan, car lease plan, medical expense, health and accident plan or disability plan, or expense reimbursement arrangement specified in Sections 5 and 6 hereof, or the taking of any action by the Holding Company (prompt notice of which shall be provided to Executive) which would adversely affect Executive’s participation in (including increasing Executive’s costs of such participation), or materially reduce Executive’s benefits under, any of such plans, or which would deprive Executive of any other fringe or personal benefits under any of such plans; provided, however, that notwithstanding the provisions of this Section 7(e)(iv), the Holding Company’s providing benefits of a type or amount different than as provided for hereinabove shall not be deemed a “Good Reason” if required by law or if implemented with respect to all Senior Officers; (v) The relocation of the Holding Company’s principal executive offices to a location outside of Riverside County, California, or the requirement by the Holding Company that Executive be based anywhere other than at the Holding Company’s principal executive offices or the location where Executive is based at the time of execution hereof, except for required travel on the Holding Company’s business to an extent substantially consistent with Executive’s business travel obligations in effect immediately prior to the execution hereof; or, in the event Executive consents to any such relocation of the Holding Company’s principal executive offices or change in the location where Executive is based, the failure by the Holding Company (A) to pay (or promptly reimburse Executive for) all reasonable moving expenses incurred by Executive relating to a change of Executive’s principal residence in connection with place of employment by more than fifty (50) miles, provided and only if such relocationchange, and (B) to indemnify Executive against any loss (defined as reduction or relocation is effected by the Company without Executive’s cost of terminating consent; (iii) a reduction in base compensation; (iv) a reduction in targeted bonus; or (v) any lease for such residence, if it is leased, reduction in bonus payments not permitted by this Employment Agreement. If the Company undergoes a Change in Control (as defined below) and Executive accepts a position with the Company or if Executive owns such residence the difference between the actual sale price of such residence and the higher of Executive’s aggregate investment in such residence or the fair market value of such residence as determined by any real estate appraiser designated by Executive and reasonably satisfactory to the Holding Company) realized in the lease termination or sale of Executive’s principal residence in connection with any such change of residence, and (C) to reimburse Executive for the amount of any federal, state and local income taxes for which Executive becomes liable by a reason of Executive’s receipt of any amounts under this Section 7(e)(v); (vi) Any purported termination of Executive’s employment by the Holding Company which is not effected pursuant to a Notice of Termination satisfying the requirements of Section 7(g) below; or (vii) A determination by Executive made in good faith thatits successor, as a result of a detrimental change in circumstances significantly affecting Executive’s positionapplicable, other than Chairman and Chief Executive Officer, Executive is unable properly will have the right to carry out all of the authorities, powers, functions, duties and responsibilities attached to Executive’s position and contemplated by Section 3, and the situation is not remedied within 30 days after receipt by the Holding Company of written notice from Executive of such determination.terminate

By Executive for Good Reason. During the Period of Employment, Executive’s employment hereunder may be terminated by the Executive for Good Reason upon written notice to the Company. If: (i) Executive provides written notice to the Company of the occurrence of Good Reason within ninety (90) days after Executive has knowledge of the circumstances constituting Good Reason, which notice shall specifically identify the circumstances which Executive believes constitute Good Reason; (ii) the Company fails to correct the circumstances within thirty (30) days after receiving such notice; and (iii) Executive resigns fifteen (15) days after the Company fails to correct such circumstances; then Executive shall be entitled considered to terminate his employment with the Holding Company hereunder have terminated for “Good Reason.” For Reason for purposes of this Agreement. If Executive's employment is terminated by Executive for Good Reason, any termination of employment under any one or more of Executive shall receive the following circumstances benefits described in Section 10(b) above. Additionally, Executive shall be entitled, upon execution of a release of claims (exclusive of claims for “Good Reasonindemnification under Section 12 or under Company benefit plans) in a form reasonably acceptable to the Company and without subsequent revocation within the period described in such release, to severance payments, in lieu of any other severance benefits, equal to:” (iA) Without Executive’s express written consentone (1) times Base Salary, the assignment to Executive of any duties inconsistent with Executive’s positions, duties, responsibilities and status with the Holding Company, or a change in Executive’s reporting responsibilities, titles or offices as in effect upon on the execution hereofDate of Termination, or any removal of Executive from or any failure to re-elect Executive unless the Good Reason on which the termination is based relates to the Holding Company’s Board of Directors or any other reduction of Executive’s positionsBase Salary, except in connection which case the Base Salary for purposes of this section 10(c)(A) shall be as in effect on the day before the date of the occurrence of Good Reason, plus (B) one (1) times Executive’s targeted non-deferred award under the Company’s Incentive Plan in effect for the calendar year in which the Date of Termination occurs (or the targeted annual incentive award for the prior year if such has not then been determined), plus (C) an award as provided for under the Incentive Plan for the year in which the Date of Termination occurs, prorated based on the number of full months Executive was employed in such year and calculated in accordance with the terms of the applicable Incentive Plan as if the termination were due to death or disability, plus (D) to the extent not already paid to Executive under Section 10(b), an incentive award equal to any unpaid awards from Incentive Plans covering periods prior to the one in which the Date of Termination occurs, with the amount of such award being calculated in accordance with the terms of the applicable Incentive Plan as if the termination were due to death or disability. Upon termination of Executive’s employment for CauseGood Reason, Disability or Executive also shall be entitled to any benefits mandated under any applicable health care continuation laws, including but not limited to COBRA, and the Company will continue paying its portion of the medical and/or dental insurance premiums for the one year period following the Date of Termination as a result of death; (ii) The reduction long as the payment by the Holding Company of Executive’s Base Salarythese amounts does not violate the non-discrimination requirements in Section 105(h) of the Internal Revenue Code of 1986, as amended (the “Code) and its implementing regulations, as the same may thereafter be increased amended from time to time; , but with such payment amounts being credited against (iiiand not in addition to) The failure the allowable health care continuation period as determined under applicable law. Executive shall be solely responsible for all health care continuation coverage costs not otherwise paid by the Holding Company during the initial one year period following the Date of Termination, or for all costs of coverage for any period thereafter. Failure of Executive to pay any portion of these applicable premium costs shall result in immediate loss of coverage as of that date in the manner provided under applicable law, and regardless of any further commitments by the Company to continue Executive’s participation paying any portion of the applicable premium cost as otherwise set forth herein. The Base Salary amount under Section 10(c)(A) shall be paid in a lump sum within ten (10) days or no later than the bonus and first Company payroll date on or after the date the release becomes effective. All other compensation plans and incentive plans Incentive Plan awards shall be paid within the periods specified in Sections 4(b), 4(c) and 4(d) hereof; (iv) The failure by the Holding Company to continue Executive’s participation in any benefit plan, pension plan, qualified retirement plan, life insurance plan, vacation plan, holiday plan, car lease plan, medical expense, health and accident plan or disability plan, or expense reimbursement arrangement specified in Sections 5 and 6 hereof, or the taking of any action by the Holding Company (prompt notice of which applicable Incentive Plan. Payments under this Section 10(c) shall be paid or provided to Executive) which would adversely affect Executive’s participation in (including increasing Executive’s costs of such participation), or materially reduce Executive’s benefits under, any of such plans, or which would deprive Executive of any other fringe or personal benefits under any of such plans; provided, however, that notwithstanding the provisions of this Section 7(e)(iv), the Holding Company’s providing benefits of a type or amount different than as provided for hereinabove shall not be deemed a “Good Reason” if required by law or if implemented with respect to all Senior Officers; (v) The relocation of the Holding Company’s principal executive offices to a location outside of Riverside County, California, or the requirement by the Holding Company that Executive be based anywhere other than at the Holding Company’s principal executive offices or the location where Executive is based only at the time of execution hereofa termination of Executive's employment that constitutes a Separation from Service. Further, except for required travel on the Holding Company’s business to an extent substantially consistent with Executive’s business travel obligations in effect immediately prior to the execution hereof; or, in the event Executive consents to any such relocation of the Holding Company’s principal executive offices or change in the location where if Executive is baseda Specified Employee, the failure by the Holding Company (A) to pay (or promptly reimburse Executive for) all reasonable moving expenses incurred by Executive relating to a change of Executive’s principal residence in connection with such relocation, and (B) to indemnify Executive against any loss (defined as Executive’s cost of terminating any lease for such residence, if it is leased, or if Executive owns such residence the difference between the actual sale price of such residence and the higher of Executive’s aggregate investment in such residence or the fair market value of such residence as determined by any real estate appraiser designated by Executive and reasonably satisfactory to the Holding Company) realized in the lease termination or sale of Executive’s principal residence in connection with any such change of residence, and (C) to reimburse Executive for the amount of any federal, state and local income taxes for which Executive becomes liable by a reason of Executive’s receipt of any amounts payments described under this Section 7(e)(v); 10(c) shall be delayed for a period of six (vi6) Any purported termination of months following Executive’s employment by Separation from Service to the Holding Company which is extent and up to an amount necessary to ensure such payments are not effected pursuant subject to a Notice the penalties and interest under Section 409A of Termination satisfying the requirements of Section 7(g) below; or (vii) A determination by Executive made in good faith that, Code. If the payments are delayed as a result of the previous sentence, then on the first day following the end of such six (6) month period (or such earlier date upon which such amount can be paid under Section 409A of the Code without resulting in a detrimental change in circumstances significantly affecting prohibited distribution), the Company shall pay Executive a lump sum amount equal to the cumulative amount that would otherwise have been payable to Executive during such period, plus interest credited from the date of Executive’s position, Executive is unable properly Separation from Service to carry out all the date of payment at the “applicable federal rate” provided for in Section 7872(f)(2)(A) of the authorities, powers, functions, duties and responsibilities attached to Executive’s position and contemplated by Section 3, and Code in effect as of the situation is not remedied within 30 days after receipt by the Holding Company of written notice from Executive date of such determinationSeparation from Service.

By Executive for Good Reason. Executive shall be entitled to may terminate his employment with hereunder in the Holding Company hereunder for event of any of the following (each of which shall constitute “Good Reason.” For purposes of this Agreement, any termination of employment under any one or more of ”) and the LIN Companies shall have failed to have reasonably remedied such condition within thirty (30) days following circumstances shall be for “written notice from Executive setting forth in reasonable detail the condition giving rise to such Good Reason:” (i) Without either of the LIN Companies fails to perform its respective obligations or breaches any of its covenants or warranties under this Agreement; (ii) the relocation of Executive’s express written consentprimary office to a location that is more than thirty-five (35) miles from the Company’s headquarters in Providence, Rhode Island; or (iii) the Board of Parent or the board of directors of the Company approves, without Executive’s consent or for reasons other than those set forth in Section 8(a), (A) a reduction in Executive’s Base Salary, the Performance Bonus Amount or the Results Bonus Base Amount, or (B) the assignment to Executive of any duties inconsistent with in any material respect with, or effect a material diminution of, Executive’s positions, duties, titles, offices, or responsibilities and status with the Holding Parent or the Company, or a change in Executive’s reporting responsibilities, titles or offices as in effect upon the execution hereof, or any removal demotion of Executive from from, or any failure to re-elect reelect or reappoint Executive to the Holding Company’s Board any of Directors or any other of Executive’s positions, such positions (except in connection with the termination of Executive’s employment for Cause, Disability disability or Cause or as a result of death; (ii) The reduction by the Holding Company of Executive’s Base Salary, as the same may thereafter be increased from time to time; (iii) The failure by the Holding Company to continue Executive’s participation in the bonus and other compensation plans and incentive plans specified in Sections 4(bdeath), 4(c) and 4(d) hereof; (iv) The failure by the Holding Company to continue Executive’s participation in any benefit plan, pension plan, qualified retirement plan, life insurance plan, vacation plan, holiday plan, car lease plan, medical expense, health and accident plan or disability plan, or expense reimbursement arrangement specified in Sections 5 and 6 hereof, or the taking of any action by the Holding Company (prompt notice of which shall be provided to Executive) which would adversely affect Executive’s participation in (including increasing Executive’s costs of such participation), or materially reduce Executive’s benefits under, any of such plans, or which would deprive Executive of any other fringe or personal benefits under any of such plans; provided, however, that notwithstanding with respect to the provisions of this foregoing clause (B) if subsequent to a Change in Control (as hereinafter defined in Section 7(e)(iv24), Executive maintains over the Holding Company’s providing benefits business of the Company substantially the same authority and responsibility with respect thereto that he held prior to such Change in Control, the requirement that the Executive report to officers or the board of parent companies, or a type or amount different than as provided for hereinabove change in the title of Executive, shall not be deemed a of itself constitute “Good Reason.” if required by law or if implemented with respect to all Senior Officers; (v) The relocation of Notwithstanding the Holding Company’s principal executive offices to a location outside of Riverside County, California, or the requirement by the Holding Company that Executive be based anywhere other than at the Holding Company’s principal executive offices or the location where Executive is based at the time of execution hereof, except for required travel on the Holding Company’s business to an extent substantially consistent with Executive’s business travel obligations in effect immediately prior to the execution hereof; or, in the event Executive consents to any such relocation of the Holding Company’s principal executive offices or change in the location where Executive is basedforegoing, the failure by the Holding Company (A) to pay (or promptly reimburse Executive for) all reasonable moving expenses incurred by Executive relating to a change of Executive’s principal residence in connection with such relocation, and foregoing clause (B) to indemnify Executive against any loss of this paragraph (defined as Executive’s cost of terminating any lease for such residence, if it is leased, or if Executive owns such residence the difference between the actual sale price of such residence and the higher of Executive’s aggregate investment in such residence or the fair market value of such residence as determined by any real estate appraiser designated by Executive and reasonably satisfactory to the Holding Companyiii) realized in the lease termination or sale of Executive’s principal residence in connection with any such change of residence, and (C) to reimburse Executive for the amount of any federal, state and local income taxes for which Executive becomes liable by a reason of Executive’s receipt of any amounts under this Section 7(e)(v); (vi) Any purported termination of Executive’s employment by the Holding Company which is shall not effected pursuant to a Notice of Termination satisfying the requirements of Section 7(g) below; or (vii) A determination by Executive made in good faith that, as a result of a detrimental change in circumstances significantly affecting Executive’s position, Executive is unable properly to carry out all of the authorities, powers, functions, duties and responsibilities attached apply to Executive’s position and contemplated by Section 3duties, and title, office, responsibilities or status as a director of the situation is not remedied within 30 days after receipt by the Holding Company of written notice from Executive of such determinationor Parent.

By Executive for Good Reason. Executive may terminate, without ---------------------------- liability, the Employment Term for Good Reason (as defined below) solely pursuant to this Section 4.4. In the event Executive intends to terminate ----------- Executive's employment for Good Reason, Executive shall be give the Company notice thereof, such notice to state in reasonable detail the particular act(s) or failure(s) that constitute the grounds on which the proposed termination for Good Reason is based. The Company shall have ten (10) days after the date that such notice has been given to the Company to cure such act(s) or failure(s), to the extent such act(s) or failure(s) are capable of being cured. If the Company fails to cure such act(s) or failure(s), or such cure is not possible, Executive may thereupon terminate Executive's employment for Good Reason immediately upon notice to the Company. In such event, the Company shall: (i) pay Executive the compensation to which Executive is entitled pursuant to terminate his employment with Section 3.1(a) through the Holding Company end of the day on which ------------- Executive terminates Executive's employment; (ii) reimburse Executive for any expenses properly incurred by Executive pursuant to Section 3.3 through the end ----------- of the day on which Executive terminates Executive's employment; and (iii) pay Executive the severance payment as set forth in Section 5. Thereafter the --------- Company's obligations hereunder for “shall terminate. Nothing in this Section 4.4 ----------- shall affect Executive's rights to any benefits vested as of the date of termination (including, without limitation, stock options that have vested). Good Reason.” For purposes of this Agreement, any termination of employment Reason shall exist under any one or more of the following circumstances shall be for “Good Reasonevents:” (a) At the first Board meeting that is held after six (6) months from the date hereof, Executive is not appointed or elected to serve as a director on the Board. (b) There is a Change of Control in the Company. A "Change of Control" occurs when, within the meaning of Section 13(d) of the Securities Exchange Act of 1934, as amended, (i) Without Executive’s express written consentany person beneficially owns a greater amount of shares of voting common stock of the Company than the collective amount of shares of voting common stock of the Company beneficially owned by Xxxxxxx X. Xxxxxxx, Xxxxxx X. Xxxxxxx (together with Xxxxxxx X. Xxxxxxx, the assignment to Executive of "Hartleys") and Xxxxx X. Xxxxxxxxx ("Xxxxxxxxx") and by any duties inconsistent with Executive’s positionstrusts, dutiesfamily partnerships or other entities controlled by the Hartleys or Ishibashi (collectively, responsibilities and status with the Holding Company"Xxxxxxx Entities"), or a change in Executive’s reporting responsibilities, titles or offices as in effect upon the execution hereof, or any removal of Executive from or any failure to re-elect Executive to the Holding Company’s Board of Directors or any other of Executive’s positions, except in connection with the termination of Executive’s employment for Cause, Disability or as a result of death; (ii) The reduction by the Holding Company of Executive’s Base Salary, as the same may thereafter be increased from time to time; Xxxxxxx Entities beneficially own less than twenty-five percent (iii25%) The failure by the Holding Company to continue Executive’s participation in the bonus and other compensation plans and incentive plans specified in Sections 4(b), 4(c) and 4(d) hereof; (iv) The failure by the Holding Company to continue Executive’s participation in any benefit plan, pension plan, qualified retirement plan, life insurance plan, vacation plan, holiday plan, car lease plan, medical expense, health and accident plan or disability plan, or expense reimbursement arrangement specified in Sections 5 and 6 hereof, or the taking of any action by the Holding Company (prompt notice of which shall be provided to Executive) which would adversely affect Executive’s participation in (including increasing Executive’s costs of such participation), or materially reduce Executive’s benefits under, any of such plans, or which would deprive Executive of any other fringe or personal benefits under any of such plans; provided, however, that notwithstanding the provisions of this Section 7(e)(iv), the Holding Company’s providing benefits of a type or amount different than as provided for hereinabove shall not be deemed a “Good Reason” if required by law or if implemented with respect to all Senior Officers; (v) The relocation of the Holding Company’s principal executive offices to a location outside of Riverside County, California, or the requirement by the Holding Company that Executive be based anywhere other than at the Holding Company’s principal executive offices or the location where Executive is based at the time of execution hereof, except for required travel on the Holding Company’s business to an extent substantially consistent with Executive’s business travel obligations in effect immediately prior to the execution hereof; or, in the event Executive consents to any such relocation total outstanding voting common stock of the Holding Company’s principal executive offices or change in the location where Executive is based, the failure by the Holding Company (A) to pay (or promptly reimburse Executive for) all reasonable moving expenses incurred by Executive relating to a change of Executive’s principal residence in connection with such relocation, and (B) to indemnify Executive against any loss (defined as Executive’s cost of terminating any lease for such residence, if it is leased, or if Executive owns such residence the difference between the actual sale price of such residence and the higher of Executive’s aggregate investment in such residence or the fair market value of such residence as determined by any real estate appraiser designated by Executive and reasonably satisfactory to the Holding Company) realized in the lease termination or sale of Executive’s principal residence in connection with any such change of residence, and (C) to reimburse Executive for the amount of any federal, state and local income taxes for which Executive becomes liable by a reason of Executive’s receipt of any amounts under this Section 7(e)(v); (vi) Any purported termination of Executive’s employment by the Holding Company which is not effected pursuant to a Notice of Termination satisfying the requirements of Section 7(g) below; or (vii) A determination by Executive made in good faith that, as a result of a detrimental change in circumstances significantly affecting Executive’s position, Executive is unable properly to carry out all of the authorities, powers, functions, duties and responsibilities attached to Executive’s position and contemplated by Section 3, and the situation is not remedied within 30 days after receipt by the Holding Company of written notice from Executive of such determination.

By Executive for Good Reason. Executive may terminate her employment hereunder in the event of any of the following (each of which shall be entitled to terminate his employment with the Holding Company hereunder for constitute “Good Reason.” For purposes of this Agreement, any termination of employment under any one or more of ”) and the LIN Companies shall have failed to have reasonably remedied such condition within thirty (30) days following circumstances shall be for “written notice from Executive setting forth in reasonable detail the condition giving rise to such Good Reason:” (i) Without either of the LIN Companies fails to perform its respective obligations or breaches any of its covenants or warranties under this Agreement; (ii) the relocation of Executive’s express written consentprimary office to a location that is more than thirty-five (35) miles from the Company’s headquarters in Providence, Rhode Island; or (iii) the Board of Parent or the board of directors of the Company approves, without Executive’s consent or for reasons other than those set forth in Section 8(a), (A) a reduction in Executive’s Base Salary, the Performance Bonus Amount or the Results Bonus Base Amount, or (B) the assignment to Executive of any duties inconsistent with in any material respect with, or effect a material diminution of, Executive’s positions, duties, titles, offices, or responsibilities and status with the Holding Parent or the Company, or a change in Executive’s reporting responsibilities, titles or offices as in effect upon the execution hereof, or any removal demotion of Executive from from, or any failure to re-elect reelect or reappoint Executive to the Holding Company’s Board any of Directors or any other of Executive’s positions, such positions (except in connection with the termination of Executive’s employment for Cause, Disability disability or Cause or as a result of death; (ii) The reduction by the Holding Company of Executive’s Base Salary, as the same may thereafter be increased from time to time; (iii) The failure by the Holding Company to continue Executive’s participation in the bonus and other compensation plans and incentive plans specified in Sections 4(bdeath), 4(c) and 4(d) hereof; (iv) The failure by the Holding Company to continue Executive’s participation in any benefit plan, pension plan, qualified retirement plan, life insurance plan, vacation plan, holiday plan, car lease plan, medical expense, health and accident plan or disability plan, or expense reimbursement arrangement specified in Sections 5 and 6 hereof, or the taking of any action by the Holding Company (prompt notice of which shall be provided to Executive) which would adversely affect Executive’s participation in (including increasing Executive’s costs of such participation), or materially reduce Executive’s benefits under, any of such plans, or which would deprive Executive of any other fringe or personal benefits under any of such plans; provided, however, that notwithstanding with respect to the provisions of this foregoing clause (B) if subsequent to a Change in Control (as hereinafter defined in Section 7(e)(iv24), Executive maintains over the Holding Company’s providing benefits business of the Company substantially the same authority and responsibility with respect thereto that he held prior to such Change in Control, the requirement that the Executive report to officers or the board of parent companies, or a type or amount different than as provided for hereinabove change in the title of Executive, shall not be deemed a of itself constitute “Good Reason.” if required by law or if implemented with respect to all Senior Officers; (v) The relocation of Notwithstanding the Holding Company’s principal executive offices to a location outside of Riverside County, California, or the requirement by the Holding Company that Executive be based anywhere other than at the Holding Company’s principal executive offices or the location where Executive is based at the time of execution hereof, except for required travel on the Holding Company’s business to an extent substantially consistent with Executive’s business travel obligations in effect immediately prior to the execution hereof; or, in the event Executive consents to any such relocation of the Holding Company’s principal executive offices or change in the location where Executive is basedforegoing, the failure by the Holding Company (A) to pay (or promptly reimburse Executive for) all reasonable moving expenses incurred by Executive relating to a change of Executive’s principal residence in connection with such relocation, and foregoing clause (B) to indemnify Executive against any loss of this paragraph (defined as Executive’s cost of terminating any lease for such residence, if it is leased, or if Executive owns such residence the difference between the actual sale price of such residence and the higher of Executive’s aggregate investment in such residence or the fair market value of such residence as determined by any real estate appraiser designated by Executive and reasonably satisfactory to the Holding Companyiii) realized in the lease termination or sale of Executive’s principal residence in connection with any such change of residence, and (C) to reimburse Executive for the amount of any federal, state and local income taxes for which Executive becomes liable by a reason of Executive’s receipt of any amounts under this Section 7(e)(v); (vi) Any purported termination of Executive’s employment by the Holding Company which is shall not effected pursuant to a Notice of Termination satisfying the requirements of Section 7(g) below; or (vii) A determination by Executive made in good faith that, as a result of a detrimental change in circumstances significantly affecting Executive’s position, Executive is unable properly to carry out all of the authorities, powers, functions, duties and responsibilities attached apply to Executive’s position and contemplated by Section 3duties, and title, office, responsibilities or status as a director of the situation is not remedied within 30 days after receipt by the Holding Company of written notice from Executive of such determinationor Parent.

By Executive for Good Reason. The Executive may (subject to the following terms of this Section 7.5) terminate his employment with the Company for "Good Reason." For purposes of this Agreement, the Executive shall be entitled have "Good Reason" to terminate his employment with the Holding Company hereunder for “Good Reason.” For purposes upon the occurrence of this Agreement, any termination of employment under any one or more of the following circumstances shall be for “Good Reason:” (i) Without events without the Executive’s express 's prior, written consent, the assignment to Executive of any duties inconsistent with Executive’s positions, duties, responsibilities and status with the Holding Company, or : (a) a change in his title as President, (b) a material diminution or reduction of his employment responsibilities with the Company as set forth in this Agreement; (c) a material change in Executive’s 's reporting responsibilitiesrequirements, titles (d) a failure by the Company to make any material payments or offices as in effect upon to provide any material benefits to him under the execution hereof, or any removal terms of Executive from or any this Agreement; (e) the failure of NAC's Board of Directors to re-elect approve and make a grant of stock options to Executive to the Holding extent provided for in the last sentence of Section 6 above; (f) relocation of the Company’s Board 's offices to a place outside of Directors Florida; or (h) any other of Executive’s positions, except in connection with the termination of Executive’s employment for Cause, Disability or as a result of death; (ii) The reduction willful action by the Holding Company that impairs in a material way the ability of Executive’s Base Salarythe Executive to substantially perform his duties for the Company (for purposes of the foregoing, as the same may thereafter be increased from time to time; (iii) The failure by the Holding Company to continue Executive’s participation in the bonus and other compensation plans and incentive plans specified in Sections 4(b), 4(c) and 4(d) hereof; (iv) The failure by the Holding Company to continue Executive’s participation in any benefit plan, pension plan, qualified retirement plan, life insurance plan, vacation plan, holiday plan, car lease plan, medical expense, health and accident plan or disability plan, or expense reimbursement arrangement specified in Sections 5 and 6 hereof, or the taking of any action by the Holding Company (prompt notice of which shall be considered "willful" if done, or omitted to be done, at the direction of any executive officer of NAC in bad faith or without a reasonable belief that the act or omission was in the best interest of the Company). Executive may terminate his employment for Good Reason under this Section 7.5, provided that a minimum of thirty (30) days' advance written notice, stating in reasonable detail the specific reason for such resignation, shall be delivered to ExecutiveNAC and provided that such reason is not cured within said thirty (30) which would adversely affect Executive’s participation in (including increasing Executive’s costs day period. As of the effective date of such participation)resignation for Good Reason, or materially reduce Executive’s benefits underthe Company shall pay Executive all accrued salary, any vested deferred compensation (other than pension plan or profit sharing plan benefits, which will be paid in accordance with the applicable plan) and any reimbursable business expenses that have been incurred by the Executive in connection with his duties hereunder and that have not been reimbursed, all through the date of such plans, or which would deprive Executive of any other fringe or personal benefits under any of such planstermination; provided, however, that notwithstanding Executive's entitlement to be reimbursed for any business expenses shall be dependent upon his compliance with the provisions of this Section 7(e)(iv)Company's policies and practices, the Holding Company’s providing benefits of a type or amount different than as provided for hereinabove shall not be deemed a “Good Reason” if required by law or if implemented including those with respect to all Senior Officers; (v) The relocation submission of the Holding Company’s principal executive offices to a location outside receipts, vouchers or other evidence of Riverside Countypayment of such expenses. In addition, California, or the requirement by the Holding Company that Executive be based anywhere other than at the Holding Company’s principal executive offices or the location where Executive is based at the time of execution hereof, except for required travel on the Holding Company’s business to an extent substantially consistent with Executive’s business travel obligations in effect immediately prior to the execution hereof; or, in the event Executive consents to any such relocation of the Holding Company’s principal executive offices or change in the location where Executive is based, the failure by the Holding Company (A) to pay the extent Executive is entitled pursuant to Section 4 above to any bonus (or promptly reimburse any portion of any bonus) for the fiscal year in which such termination occurs, then Executive for) all reasonable moving expenses incurred by Executive relating shall be entitled to a change of receive, when such bonus would otherwise have been payable to Executive’s principal residence in connection with , such relocationbonus or the relevant portion thereof, and (B) to indemnify the extent so provided under the terms applicable to any stock options that were granted to Executive against any loss (defined including, as Executive’s cost applicable, the terms and conditions of terminating any lease for such residenceNAC's 1993 Equity Incentive Plan), if it is leased, or if Executive owns such residence the difference between the actual sale price shall be entitled to vesting of such residence and the higher of Executive’s aggregate investment in such residence or the fair market value of such residence as determined by any real estate appraiser designated by Executive and reasonably satisfactory to the Holding Company) realized in the lease termination or sale of Executive’s principal residence in connection with any such change of residence, stock options and (C) to reimburse upon such termination, the Company shall pay Executive for the amount of any federal, state and local income taxes for which Executive becomes liable by a reason of Executive’s receipt of any amounts under this severance compensation as set forth in Section 7(e)(v); (vi) Any purported termination of Executive’s employment by the Holding Company which is not effected pursuant to a Notice of Termination satisfying the requirements of Section 7(g) 8.2 below; or (vii) A determination by Executive made in good faith that, as a result of a detrimental change in circumstances significantly affecting Executive’s position, Executive is unable properly to carry out all of the authorities, powers, functions, duties and responsibilities attached to Executive’s position and contemplated by Section 3, and the situation is not remedied within 30 days after receipt by the Holding Company of written notice from Executive of such determination.

By Executive for Good Reason. At any time, and without prior notice, Executive may terminate the Period of Employment for Good Reason (as defined below). The Company shall pay Executive all compensation due and owing through the last day actually worked, and Executive shall be entitled to terminate his employment Severance in accordance with Section 9 below, subject to the Holding conditions therein. Thereafter, all obligations of the Company hereunder and Executive under this Agreement shall terminate, except for those which expressly survive termination of this Agreement. Neither the Company’s giving of notice of termination in accordance with Section 2.b nor its termination of the Period of Employment for Cause shall constitute “Good Reason.” For purposes for Executive to terminate the Period of this Agreement, Employment. “Good Reason” only shall exist if the Company undertakes any termination of employment under any one or more of the following circumstances shall be for “Good Reason:” without Executive’s prior consent: (i) Without Executive’s express written consent, the The assignment to Executive of any duties inconsistent with or responsibilities which result in any material diminution or material adverse change of Executive’s positionsposition, duties, responsibilities and status with the Holding Company, or circumstances of employment; a change in Executive’s reporting responsibilities, titles or offices as that results in effect upon the execution hereofany material diminution or material adverse change of Executive’s position, status or circumstances of employment; or any removal of Executive from or any failure to re-elect Executive to the Holding Company’s Board any of Directors or any other of Executive’s such positions, except in connection with the termination of Executive’s his employment for Cause, Disability retirement, or as any other voluntary termination of employment by Executive other than a result termination of death; employment by Executive for Good Reason; (ii) The A reduction by the Holding Company of in Executive’s Base Salary, as the same may thereafter be increased from time to time; base salary by greater than ten (10) percent; (iii) The Any failure by the Holding Company to continue Executive’s participation in the bonus and other compensation plans and effect any benefit plan or arrangement, including incentive plans specified or plans to receive securities of the Company, in Sections 4(bwhich Executive is participating as of the date hereof (hereinafter referred to as “Benefit Plans”), 4(c) and 4(d) hereof; (iv) The failure by the Holding Company to continue Executive’s participation in any benefit plan, pension plan, qualified retirement plan, life insurance plan, vacation plan, holiday plan, car lease plan, medical expense, health and accident plan or disability plan, or expense reimbursement arrangement specified in Sections 5 and 6 hereof, or the taking of any action by the Holding Company (prompt notice of which shall be provided to Executive) which would materially adversely affect Executive’s participation in (including increasing Executive’s costs of such participation), or materially reduce Executive’s benefits under, any of such plans, under the Benefit Plans or which would deprive Executive of any other fringe or personal benefits under any of such plansbenefit enjoyed by Executive as in effect on the date hereof; provided, however, that notwithstanding the provisions no termination of this Section 7(e)(iv), the Holding Company’s providing benefits of a type or amount different than as provided employment by Executive for hereinabove Good Reason shall not be deemed to occur based upon this subsection 8.d (iii) if the Company offers a “Good Reason” if required by law or if implemented with respect range of benefit plans and programs which, taken as a whole, are comparable to all Senior Officers; the Benefit Plans offered Executive before the action; (viv) The A relocation of the Holding Executive, or the Company’s principal executive offices if Executive’s principal office is at such offices, to a location outside of Riverside County, California, or the requirement by the Holding Company that Executive be based anywhere other more than at the Holding Company’s principal executive offices or fifty (50) miles from the location where at which Executive is based at was performing his duties as of the time of execution date hereof, except for required travel by Executive on the Holding Company’s business to an extent substantially consistent with Executive’s business travel obligations in effect immediately prior to as of the execution date hereof; or, in the event Executive consents to any such relocation of the Holding Company’s principal executive offices or change in the location where Executive is based, the failure (v) Any material breach by the Holding Company (A) to pay (or promptly reimburse Executive for) all reasonable moving expenses incurred by Executive relating to a change of Executive’s principal residence in connection with such relocation, and (B) to indemnify Executive against any loss (defined as Executive’s cost of terminating any lease for such residence, if it is leased, or if Executive owns such residence the difference between the actual sale price of such residence and the higher of Executive’s aggregate investment in such residence or the fair market value of such residence as determined by any real estate appraiser designated by Executive and reasonably satisfactory to the Holding Company) realized in the lease termination or sale of Executive’s principal residence in connection with any such change of residence, and (C) to reimburse Executive for the amount of any federal, state and local income taxes for which Executive becomes liable by a reason provision of Executive’s receipt of any amounts under this Section 7(e)(v); Agreement; (vi) Any purported termination of Executive’s employment failure by the Holding Company which is not effected pursuant to a Notice obtain the assumption of Termination satisfying this Agreement by any successor or assign of the requirements of Section 7(g) belowCompany; or (vii) A determination Any directive to Executive to perform any act which would expose him to personal legal liability or which, viewed objectively, is likely to constitute an unethical act; or (viii) Any conduct directed to Executive by Company or any condition under which Executive made in good faith that, as a result of a detrimental change in circumstances significantly affecting Executive’s position, Executive is unable properly to carry out all works which constitutes constructive discharge under the principles of the authorities, powers, functions, duties and responsibilities attached to Executive’s position and contemplated by Section 3, and the situation is not remedied within 30 days after receipt by the Holding Company of written notice from Executive of such determinationgoverning law.

By Executive for Good Reason. Executive may terminate his employment for Good Reason, provided Executive has first given written notice to the Company of such alleged Good Reason and the Company has failed to cure such Good Reason within thirty (30) days of receipt of such notice. The date of such termination must be no more than 90 days from the date of the occurrence giving rise to the Good Reason. In the event that Executive elects to terminate this Agreement for Good Reason, Executive shall be entitled to terminate his employment with the Holding Company hereunder for “Good Reason.” For purposes of this Agreement, any termination of employment under any one or more of the following circumstances shall be for “Good Reasonto:” (i) Without Executive’s express written consent, payment of the assignment to Executive of any duties inconsistent with Executive’s positions, duties, responsibilities Accrued Obligations and status with the Holding Company, or a change in Executive’s reporting responsibilities, titles or offices as in effect upon the execution hereof, or any removal of Executive from or any failure to re-elect Executive to the Holding Company’s Board of Directors or any other of Executive’s positions, except in connection with the termination of Executive’s employment for Cause, Disability or as a result of death;Pro Rata Bonus; and (ii) The reduction by the Holding Company of Executive’s Base Salary, as the same may thereafter be increased from time to time; a lump sum severance payment (iii) The failure by the Holding Company to continue Executive’s participation in the bonus and other compensation plans and incentive plans specified in Sections 4(b), 4(c) and 4(d) hereof; (iv) The failure by the Holding Company to continue Executive’s participation in any benefit plan, pension plan, qualified retirement plan, life insurance plan, vacation plan, holiday plan, car lease plan, medical expense, health and accident plan or disability plan, or expense reimbursement arrangement specified in Sections 5 and 6 hereof, or the taking of any action by the Holding Company (prompt notice of which shall be provided to Executivepaid upon effectiveness of the Release, as defined below) which would adversely affect Executive’s participation in comprised of the following cash amounts: (including increasing Executive’s costs x) the product of such participation)one and the annual Base Pay, (y) the product of one and the value of the Performance Bonus and Incentive Awards granted or vested during the calendar year that ended immediately before (or, or materially reduce Executive’s benefits underif applicable, any coincident with) the date of such planstermination of employment, or which would deprive Executive with the value of any other fringe or personal benefits under any of shares subject to such plans; provided, however, that notwithstanding the provisions of this Section 7(e)(iv), the Holding Company’s providing benefits of a type or amount different than Incentive Awards valued as provided for hereinabove shall not be deemed a “Good Reason” if required by law or if implemented with respect to all Senior Officers; (v) The relocation of the Holding Company’s principal executive offices date of employment termination (with the Incentive Awards granted within such period valued without regard to a location outside of Riverside County, California, or the requirement by the Holding Company time vesting conditions and treated as if any performance vesting conditions that Executive be based anywhere other than at the Holding Company’s principal executive offices or the location where Executive is based remained open at the time of execution hereofemployment termination were attained at target level), except and (z) an amount that, after payment of taxes, is equal to the cost of twelve months COBRA coverage for required travel on Executive and his dependents under the Holding Company’s business to an extent substantially consistent with health, dental and vision plans, at such rates as are in effect as of the date of employment termination. Executive’s business travel obligations in effect immediately prior entitlement to the payments described in clause (ii) (the “Severance Payments”) is conditioned on his execution hereof; or, of the release in the event Executive consents to any such relocation of form attached hereto as Exhibit A (the Holding Company’s principal executive offices or change “Release”) within 32 days after his employment termination (and, if the 40th day after his employment termination falls in the location where Executive is basedcalendar year following the year that includes his employment termination date, the failure by amounts described in clause (ii) shall be paid on such 40th day even if the Holding Company (A) to pay (or promptly reimburse Executive for) all reasonable moving expenses incurred by Executive relating to a change of Executive’s principal residence in connection with Release is effective before such relocation, and (B) to indemnify Executive against any loss (defined as Executive’s cost of terminating any lease for such residence, if it is leased, or if Executive owns such residence the difference between the actual sale price of such residence and the higher of Executive’s aggregate investment in such residence or the fair market value of such residence as determined by any real estate appraiser designated by Executive and reasonably satisfactory date). In addition to the Holding Companyforegoing provisions, the provisions of Section 6(d) realized in and Section 6(e) of this Agreement shall terminate upon the lease date of termination or sale of Executive’s principal residence in connection with any such change of residence, and (C) employment pursuant to reimburse Executive for the amount of any federal, state and local income taxes for which Executive becomes liable by a reason of Executive’s receipt of any amounts under this Section 7(e)(v4(c); (vi) Any purported termination of Executive’s employment by the Holding Company which is not effected pursuant to a Notice of Termination satisfying the requirements of Section 7(g) below; or (vii) A determination by Executive made in good faith that, as a result of a detrimental change in circumstances significantly affecting Executive’s position, Executive is unable properly to carry out all of the authorities, powers, functions, duties and responsibilities attached to Executive’s position and contemplated by Section 3, and the situation is not remedied within 30 days after receipt by the Holding Company of written notice from Executive of such determination.

By Executive for Good Reason. Subject to compliance with the notice and opportunity for cure requirements set forth at the end of this Section 5(c), Executive shall be entitled to may terminate his employment with the Holding Company hereunder under this Agreement for “Good Reason.” For purposes of this Agreement, if any termination of employment under any one or more of the following circumstances shall be for “Good Reason:” (i) Without occurs during the Retention Period without Executive’s express written consent, the assignment to Executive of any duties inconsistent with Executive’s positions, duties, responsibilities : (i) a material and status with the Holding Company, or a adverse change in Executive’s reporting responsibilities, titles or offices as in effect upon the execution hereof, or any removal of Executive from or any failure to re-elect Executive to the Holding Company’s Board of Directors or any other of Executive’s positions, except in connection with the termination of Executive’s employment for Cause, Disability or as a result of death; (ii) The reduction by the Holding Company of Executive’s Base Salary, as the same may thereafter be increased from time to time; (iii) The failure by the Holding Company to continue Executive’s participation in the bonus and other compensation plans and incentive plans specified in Sections 4(b), 4(c) and 4(d) hereof; (iv) The failure by the Holding Company to continue Executive’s participation in any benefit plan, pension plan, qualified retirement plan, life insurance plan, vacation plan, holiday plan, car lease plan, medical expense, health and accident plan or disability plan, or expense reimbursement arrangement specified in Sections 5 and 6 hereof, or the taking of any action by the Holding Company (prompt notice of which shall be provided to Executive) which would adversely affect Executive’s participation in (including increasing Executive’s costs of such participation), or materially reduce Executive’s benefits under, any of such plans, or which would deprive Executive of any other fringe or personal benefits under any of such plans; provided, however, that notwithstanding the provisions of this Section 7(e)(iv), the Holding Company’s providing benefits of a type or amount different than as provided for hereinabove shall not be deemed a “Good Reason” if required by law or if implemented with respect to all Senior Officers; (v) The relocation of the Holding Company’s principal executive offices to a location outside of Riverside County, California, or the requirement by the Holding Company that Executive be based anywhere other than at the Holding Company’s principal executive offices or the location where Executive is based at the time of execution hereof, except for required travel on the Holding Company’s business to an extent substantially consistent with Executive’s business travel obligations in effect immediately prior to the execution hereof; or, in the event Executive consents to any such relocation of the Holding Company’s principal executive offices or change in the location where Executive is based, the failure by the Holding Company (A) to pay (or promptly reimburse Executive for) all reasonable moving expenses incurred by Executive relating to a change of Executive’s principal residence in connection with such relocation, and (B) to indemnify Executive against any loss (defined as Executive’s cost of terminating any lease for such residence, if it is leased, or if Executive owns such residence the difference between the actual sale price of such residence and the higher of Executive’s aggregate investment in such residence or the fair market value of such residence as determined by any real estate appraiser designated by Executive and reasonably satisfactory to the Holding Company) realized in the lease termination or sale of Executive’s principal residence in connection with any such change of residence, and (C) to reimburse Executive for the amount of any federal, state and local income taxes for which Executive becomes liable by a reason of Executive’s receipt of any amounts under this Section 7(e)(v); (vi) Any purported termination of Executive’s employment by the Holding Company which is not effected pursuant to a Notice of Termination satisfying the requirements of Section 7(g) below; or (vii) A determination by Executive made in good faith that, as a result of a detrimental change in circumstances significantly affecting Executive’s position, Executive is unable properly to carry out all of the authorities, powers, functions, or duties and responsibilities attached to Executive’s position and contemplated by Section 3from those authorities, powers, functions, and duties as they existed immediately before the situation Change-in-Control Date (but a change in the office or officer to whom Executive reports will not, in itself, be deemed to be a material adverse change in Executive’s authorities, powers, functions, or duties for these purposes); or (ii) a reduction in Executive’s annual base salary from that provided immediately before the Change-in-Control Date, without Executive’s prior consent; (iii) a material failure by Nordson to make available to Executive compensation plans, employee pension plans, and employee welfare benefit plans (collectively, “Plans”) and other benefits and perquisites that provide opportunities to receive overall compensation and benefits and perquisites at least equal to the opportunities for overall compensation and benefits and perquisites that were available to Executive immediately before the Change-in-Control Date; (iv) a change in the location of Executive’s principal place of employment by more than 50 miles from the location where Executive was principally employed immediately before the Change-in-Control Date; (v) a significant increase in the frequency or duration of Executive’s business travel; or (vi) any material breach of this Agreement by the Company, which breach has not been cured in all material respects within thirty (30) days after Executive gives written notice thereof. Executive shall give written notice of termination for Good Reason based on any particular circumstance described in any of (i) through (vi) of this Section 5(c) by giving notice of that intention (and of the particular circumstance on which the notice is based) not remedied within later than 90 days after Executive becomes aware of the existence of that particular circumstance. Any notice by Executive of termination for Good Reason must specify a date, not later than 90 days and not less than 30 days after receipt the date on which the notice is given, that Executive proposes as Executive’s Employment Termination Date. If Nordson cures the circumstance identified by Executive in Executive’s notice before the Holding Company of written proposed Employment Termination Date, Executive will not be entitled to terminate for Good Reason based upon the cured circumstance and Executive’s notice from Executive of such determinationwill be deemed rescinded. If Nordson fails to so cure before the proposed Employment Termination Date, Executive’s employment will terminate for Good Reason effective on that date.

By Executive for Good Reason. A date specified by the Executive shall be entitled by notice to terminate his employment with the Holding Company hereunder for “Good Reason.” . For purposes of this Agreement, “Good Reason” means any termination of employment under any the following occurring (without the Executive’s consent): (i) a material reduction by the Company in the Executive’s base salary, excluding one or more reductions (totaling no more than 20% in the aggregate) generally applicable to all of the following circumstances shall be for “Good Reason:” (i) Without Executive’s express written consent, members of the assignment to Executive of any duties inconsistent with Executive’s positions, duties, responsibilities and status with the Holding Company, or a change in Executive’s reporting responsibilities, titles or offices as in effect upon the execution hereof, or any removal of Executive from or any failure to re-elect Executive to the Holding Company’s Board of Directors or any other of Executive’s positions, except in connection with the termination of Executive’s employment for Cause, Disability or as a result of death; Staff; (ii) The reduction by the Holding Company of Executive’s Base Salary, as the same may thereafter be increased from time to time; (iii) The failure by the Holding Company to continue Executive’s participation in the bonus and other compensation plans and incentive plans specified in Sections 4(b), 4(c) and 4(d) hereof; (iv) The failure by the Holding Company to continue Executive’s participation in any benefit plan, pension plan, qualified retirement plan, life insurance plan, vacation plan, holiday plan, car lease plan, medical expense, health and accident plan or disability plan, or expense reimbursement arrangement specified in Sections 5 and 6 hereof, or the taking of any action by the Holding Company (prompt notice of which shall be provided to Executive) which would adversely affect the Executive’s participation ability to participate in (including increasing Executive’s costs of such participation), any material Benefit Plan or materially reduce Executive’s benefits under, any of such plans, Equity Incentive Plan or which would deprive Executive of any other fringe materially reduces (without comparable replacement by another Benefit Plan or personal Equity Incentive Plan) the benefits under any material Benefit Plan or Equity Incentive Plan; (iii) the taking of action by the Company which would adversely affect the Executive’s ability to participate in or materially reduces the maximum potential incentive compensation available to the Executive under any material incentive compensation plan or program of the Company when compared with historical maximum incentive compensation levels available to the Executive under such incentive compensation plan or predecessor incentive compensation plans; provided(iv) the assignment of the Executive to a position, however, that notwithstanding the provisions of this Section 7(e)(iv), the Holding Company’s providing benefits responsibilities or duties of a type materially lesser status or amount different degree of responsibility than his position, responsibilities or duties as provided for hereinabove shall not be deemed a “Good Reason” if required by law of the Effective Date; or if implemented with respect to all Senior Officers; (v) The relocation the assignment of the Holding Company’s principal executive offices Executive to a primary work location (A) outside the United States or (B) at which (I) neither the Company nor any of Riverside Countyits affiliates maintain a significant manufacturing facility or significant office or (II) by virtue of such location, California, or the requirement by ability of the Holding Executive to perform his duties and responsibilities to the Company that is materially impaired (when compared with the primary work location of the Executive be based anywhere other than at the Holding Company’s principal executive offices or the location where Executive is based at the time of execution hereof, except for required travel on the Holding Company’s business to an extent substantially consistent with Executive’s business travel obligations in effect immediately prior to the execution hereof; or, in the event Executive consents to any such relocation of the Holding Company’s principal executive offices or change in the location where Executive is based, the failure by the Holding Company assignment). Within forty-five (A45) to pay (or promptly reimburse Executive for) all reasonable moving expenses incurred by Executive relating to a change days of Executive’s principal residence in connection with such relocationknowledge of the initial existence of a condition set forth above (“Condition”) (or the date on which Executive reasonably would be expected to have knowledge of the initial existence of the Condition), Executive must provide notice to the Company of the existence of the Condition, and the Company shall have forty-five (B45) to indemnify Executive against any loss (defined as Executive’s cost of terminating any lease for such residence, if it is leased, or if Executive owns such residence the difference between the actual sale price days following receipt of such residence and notice to cure the higher of Executive’s aggregate investment in Condition. If the Condition is cured within forty-five (45) days following such residence or the fair market value of such residence as determined by any real estate appraiser designated by notice, Executive and reasonably satisfactory to the Holding Company) realized in the lease termination or sale of Executive’s principal residence in connection with any such change of residence, and (C) to reimburse Executive for the amount of any federal, state and local income taxes for which Executive becomes liable by a reason of Executive’s receipt of any amounts under this Section 7(e)(v); (vi) Any purported termination of Executive’s employment by the Holding Company which is not effected pursuant entitled to a Notice of Termination satisfying any payment as the requirements of Section 7(g) below; or (vii) A determination by Executive made in good faith that, as a result of a detrimental change in termination of employment based on that occurrence of the circumstances significantly affecting Executive’s positionthat would otherwise constitute Good Reason. If the Condition is not cured within forty-five (45) days following such notice, Executive is unable properly to carry out all of the authorities, powers, functions, duties and responsibilities attached to Executive’s position and contemplated by Section 3, and the situation is not remedied within 30 days after receipt by the Holding Company of written notice may resign from Executive of such determinationemployment for Good Reason.

By Executive for Good Reason. At any time, and without prior notice, Executive may terminate the Period of Employment for Good Reason (as defined below). The Company shall pay Executive all compensation due and owing through the last day actually worked, and Executive shall be entitled to terminate his employment Severance in accordance with Section 9 below, subject to the Holding conditions therein. Thereafter, all obligations of the Company hereunder and Executive under this Agreement shall terminate, except for those which expressly survive termination of this Agreement. Neither the Company’s giving of notice of termination in accordance with Section 2.b nor its termination of the Period of Employment for Cause shall constitute “Good Reason.” For purposes for Executive to terminate the Period of this Agreement, Employment. “Good Reason” only shall exist if the Company undertakes any termination of employment under any one or more of the following circumstances shall be for “Good Reason:” without Executive’s prior consent: (i) Without Executive’s express written consent, the The assignment to Executive of any duties inconsistent with or responsibilities which result in any material diminution or material adverse change of Executive’s positionsposition, duties, responsibilities and status with the Holding Company, or circumstances of employment; a change in Executive’s reporting responsibilities, titles or offices as that results in effect upon the execution hereofany material diminution or material adverse change of Executive’s position, status or circumstances of employment; or any removal of Executive from or any failure to re-elect Executive to the Holding Company’s Board any of Directors or any other of Executive’s such positions, except in connection with the termination of Executive’s her employment for Cause, Disability retirement, or as any other voluntary termination of employment by Executive other than a result termination of death; employment by Executive for Good Reason; (ii) The A reduction by the Holding Company of in Executive’s Base Salary, as the same may thereafter be increased from time to time; base salary by greater than ten (10) percent; (iii) The Any failure by the Holding Company to continue Executive’s participation in the bonus and other compensation plans and effect any benefit plan or arrangement, including incentive plans specified or plans to receive securities of the Company, in Sections 4(bwhich Executive is participating as of the date hereof (hereinafter referred to as “Benefit Plans”), 4(c) and 4(d) hereof; (iv) The failure by the Holding Company to continue Executive’s participation in any benefit plan, pension plan, qualified retirement plan, life insurance plan, vacation plan, holiday plan, car lease plan, medical expense, health and accident plan or disability plan, or expense reimbursement arrangement specified in Sections 5 and 6 hereof, or the taking of any action by the Holding Company (prompt notice of which shall be provided to Executive) which would materially adversely affect Executive’s participation in (including increasing Executive’s costs of such participation), or materially reduce Executive’s benefits under, any of such plans, under the Benefit Plans or which would deprive Executive of any other fringe or personal benefits under any of such plansbenefit enjoyed by Executive as in effect on the date hereof; provided, however, that notwithstanding the provisions no termination of this Section 7(e)(iv), the Holding Company’s providing benefits of a type or amount different than as provided employment by Executive for hereinabove Good Reason shall not be deemed to occur based upon this subsection 8.d (iii) if the Company offers a “Good Reason” if required by law or if implemented with respect range of benefit plans and programs which, taken as a whole, are comparable to all Senior Officers; the Benefit Plans offered Executive before the action; (viv) The A relocation of the Holding Executive, or the Company’s principal executive offices if Executive’s principal office is at such offices, to a location outside of Riverside County, California, or the requirement by the Holding Company that Executive be based anywhere other more than at the Holding Company’s principal executive offices or fifty (50) miles from the location where at which Executive is based at was performing her duties as of the time of execution date hereof, except for required travel by Executive on the Holding Company’s business to an extent substantially consistent with Executive’s business travel obligations in effect immediately prior to as of the execution date hereof; or, in the event Executive consents to any such relocation of the Holding Company’s principal executive offices or change in the location where Executive is based, the failure (v) Any material breach by the Holding Company (A) to pay (or promptly reimburse Executive for) all reasonable moving expenses incurred by Executive relating to a change of Executive’s principal residence in connection with such relocation, and (B) to indemnify Executive against any loss (defined as Executive’s cost of terminating any lease for such residence, if it is leased, or if Executive owns such residence the difference between the actual sale price of such residence and the higher of Executive’s aggregate investment in such residence or the fair market value of such residence as determined by any real estate appraiser designated by Executive and reasonably satisfactory to the Holding Company) realized in the lease termination or sale of Executive’s principal residence in connection with any such change of residence, and (C) to reimburse Executive for the amount of any federal, state and local income taxes for which Executive becomes liable by a reason provision of Executive’s receipt of any amounts under this Section 7(e)(v); Agreement; (vi) Any purported termination of Executive’s employment failure by the Holding Company which is not effected pursuant to a Notice obtain the assumption of Termination satisfying this Agreement by any successor or assign of the requirements of Section 7(g) belowCompany; or (vii) A determination Any directive to Executive to perform any act which would expose him to personal legal liability or which, viewed objectively, is likely to constitute an unethical act; or (viii) Any conduct directed to Executive by Company or any condition under which Executive made in good faith that, as a result of a detrimental change in circumstances significantly affecting Executive’s position, Executive is unable properly to carry out all works which constitutes constructive discharge under the principles of the authorities, powers, functions, duties and responsibilities attached to Executive’s position and contemplated by Section 3, and the situation is not remedied within 30 days after receipt by the Holding Company of written notice from Executive of such determinationgoverning law.

By Executive for Good Reason. Executive may terminate, without liability, his employment with the Company for Good Reason (as defined below), provided Executive gives the Company ninety (90) days’ advance written notice of the reason for termination and his intent to terminate this Agreement. During this period, the Company shall have an opportunity to correct the condition constituting Good Reason. If the condition is remedied within this period, Executive’s notice to terminate shall be rescinded automatically; if not remedied, termination of the Executive’s employment shall become effective upon expiration of the above notice period. In this event, the Company shall pay Executive all compensation due and owing through the last day actually worked including any accrued but unused vacation. The Company shall also have the option, in its complete discretion, to make termination effective at any time prior to the end of the notice period, provided that the Company pays Executive all compensation due and owing through the balance of the notice period (not to exceed ninety (90) days). Executive shall be entitled to exercise his right to terminate this Agreement for Good Reason only if he gives the required notice not more than two years after the occurrence of the event that is the basis for the Good Reason. If Executive terminates his employment with the Holding Company hereunder for “Good Reason.” For purposes Reason pursuant to the provisions of this AgreementSection 4.f., any termination Executive shall receive the severance benefits described in and pursuant to the terms of employment under any one or more of the following circumstances subparagraphs 4.c.(i)-(vii) above. Termination shall be for “Good Reason:” ” if Executive voluntarily resigns following: (i) Without Executive’s express written consent, the assignment to Executive of any duties inconsistent with Executive’s positions, duties, responsibilities and status with the Holding Company, or a change in Executive’s reporting responsibilities, titles or offices as in effect upon position with the execution hereof, or any removal Company which materially reduces Executive’s level of Executive from or any failure to re-elect Executive to the Holding Company’s Board of Directors or any other responsibility; (ii) a relocation of Executive’s positionsprincipal place of employment by more than fifty (50) miles, provided and only if such change, reduction or relocation is effected by the Company without Executive’s consent; (iii) a reduction in base compensation; (iv) a reduction in targeted bonus; or (v) a reduction in bonus payments not permitted by this Employment Agreement. If the Company has a Change in Control (as defined below) and Executive accepts a position with the Company or its successor, as applicable, other than Chairman and Chief Executive Officer, Executive will have the right to terminate his employment for Good Reason at any time within the period starting on the date the Change in Control occurs and ending two years later. In the event Executive terminates his employment under the circumstances described in the preceding sentence, any unvested stock options, restricted stock or similar awards held by Executive on the date of termination shall immediately vest and become exercisable or released from any applicable restrictions on transfer or repurchase rights. For this purpose, “Change in Control” shall mean: (i) a merger or consolidation in which the Company is not the surviving entity, except for a transaction the principal purpose of which is to change the state in connection with which the termination of Executive’s employment for Cause, Disability or as a result of deathCompany is incorporated; (ii) The reduction by the Holding sale, transfer or other disposition of all or substantially all of the assets of the Company (including the capital stock of Executivethe Company’s Base Salary, as the same may thereafter be increased from time to timesubsidiary corporations); (iii) The failure approval by the Holding Company to continue ExecutiveCompany’s participation in shareholders of any plan or proposal for the bonus and other compensation plans and incentive plans specified in Sections 4(b), 4(c) and 4(d) hereof;complete liquidation or dissolution of the Company; or (iv) The failure any reverse merger in which the Company is the surviving entity but in which securities possessing more than fifty percent (50%) of the total combined voting power of the Company’s outstanding securities are transferred to a person or persons different from those who held such securities immediately prior to such merger. If any payment or benefit which Executive would receive pursuant to a Change in Control from the Company or otherwise (“Payment”) would (i) constitute a “parachute payment” within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”), and (ii) but for this sentence, be subject to the excise tax imposed by Section 4999 of the Holding Company to continue Executive’s participation in any benefit planCode (the “Excise Tax”), pension plan, qualified retirement plan, life insurance plan, vacation plan, holiday plan, car lease plan, medical expense, health and accident plan or disability plan, or expense reimbursement arrangement specified in Sections 5 and 6 hereof, or the taking of any action by the Holding Company (prompt notice of which then such Payment shall be provided reduced to Executive) which would adversely affect Executive’s participation an amount that results in no portion of the Payment being subject to the Excise Tax. If a reduction in payments or benefits constituting “parachute payments” is necessary, such reduction shall occur in the following order unless Executive elects in writing a different order (including increasing Executive’s costs of such participation), or materially reduce Executive’s benefits under, any of such plans, or which would deprive Executive of any other fringe or personal benefits under any of such plans; provided, however, that notwithstanding such election shall be subject to Company approval if made on or after the provisions date on which the event that triggers the Payment occurs): reduction in cash payments; cancellation of this Section 7(e)(iv)accelerated vesting of stock awards; reduction in employee benefits. In the event that acceleration of vesting of stock award compensation is to be reduced, such acceleration of vesting shall be cancelled in the Holding Company’s providing benefits of a type or amount different than as provided for hereinabove shall not be deemed a “Good Reason” if required by law or if implemented with respect to all Senior Officers; (v) The relocation reverse order of the Holding Company’s principal executive offices to a location outside date of Riverside County, California, or the requirement by the Holding Company that Executive be based anywhere other than at the Holding Company’s principal executive offices or the location where Executive is based at the time of execution hereof, except for required travel on the Holding Company’s business to an extent substantially consistent with Executive’s business travel obligations in effect immediately prior to the execution hereof; or, in the event Executive consents to any such relocation of the Holding Company’s principal executive offices or change in the location where Executive is based, the failure by the Holding Company (A) to pay (or promptly reimburse Executive for) all reasonable moving expenses incurred by Executive relating to a change grant of Executive’s principal residence stock awards unless Executive elects in connection with such relocation, and (B) to indemnify Executive against any loss (defined as Executive’s cost of terminating any lease writing a different order for such residence, if it is leased, or if Executive owns such residence the difference between the actual sale price of such residence and the higher of Executive’s aggregate investment in such residence or the fair market value of such residence as determined by any real estate appraiser designated by Executive and reasonably satisfactory to the Holding Company) realized in the lease termination or sale of Executive’s principal residence in connection with any such change of residence, and (C) to reimburse Executive for the amount of any federal, state and local income taxes for which Executive becomes liable by a reason of Executive’s receipt of any amounts under this Section 7(e)(v); (vi) Any purported termination of Executive’s employment by the Holding Company which is not effected pursuant to a Notice of Termination satisfying the requirements of Section 7(g) below; or (vii) A determination by Executive made in good faith that, as a result of a detrimental change in circumstances significantly affecting Executive’s position, Executive is unable properly to carry out all of the authorities, powers, functions, duties and responsibilities attached to Executive’s position and contemplated by Section 3, and the situation is not remedied within 30 days after receipt by the Holding Company of written notice from Executive of such determinationcancellation.

By Executive for Good Reason. At any time, and without prior notice, ---------------------------- Executive may terminate the Period of Employment for Good Reason (as defined below). The Company shall pay Executive all compensation due and owing through the last day actually worked, and Executive shall be entitled to terminate his employment Severance in accordance with Section 9 below, subject to the Holding conditions therein. Thereafter, all obligations of the Company hereunder and Executive under this Agreement shall terminate, except for “Good Reason.” For purposes those which expressly survive termination of this Agreement, any . Neither the Company's giving of notice of termination in accordance with Section 2.b nor its termination of employment under the Period of Employment for Cause shall constitute "Good Reason" for Executive to terminate the Period of Employment. "Good Reason" only shall exist if the Company undertakes any one or more of the following circumstances shall be for “Good Reason:” ------------ without Executive's prior consent: (i) Without Executive’s express written consent, the The assignment to Executive of any duties inconsistent with or responsibilities which result in any material diminution or material adverse change of Executive’s positions's position, duties, responsibilities and status with the Holding Company, or circumstances of employment; a change in Executive’s reporting responsibilities, 's titles or offices as that results in effect upon the execution hereofany material diminution or material adverse change of Executive's position, status or circumstances of employment; or any removal of Executive from or any failure to re-elect Executive to the Holding Company’s Board any of Directors or any other of Executive’s such positions, except in connection with the termination of Executive’s his employment for Cause, Disability retirement, or as any other voluntary termination of employment by Executive other than a result termination of death; employment by Executive for Good Reason; (ii) The A reduction by the Holding Company of in Executive’s Base Salary, as the same may thereafter be increased from time to time; 's base salary by greater than ten (10) percent; (iii) The Any failure by the Holding Company to continue Executive’s participation in the bonus and other compensation plans and effect any benefit plan or arrangement, including incentive plans specified or plans to receive securities of the Company, in Sections 4(bwhich Executive is participating as of the date hereof (hereinafter referred to as "Benefit Plans"), 4(c) and 4(d) hereof; (iv) The failure by the Holding Company to continue Executive’s participation in any benefit plan, pension plan, qualified retirement plan, life insurance plan, vacation plan, holiday plan, car lease plan, medical expense, health and accident plan or disability plan, or expense reimbursement arrangement specified in Sections 5 and 6 hereof, or the taking of any action by the Holding Company (prompt notice of which shall be provided to Executive) which would materially adversely affect Executive’s 's participation in (including increasing Executive’s costs of such participation), or materially reduce Executive’s 's benefits under, any of such plans, under the Benefit Plans or which would deprive Executive of any other fringe or personal benefits under any of such plansbenefit enjoyed by Executive as in effect on the date hereof; provided, however, that notwithstanding the provisions no termination of this Section 7(e)(iv), the Holding Company’s providing benefits of a type or amount different than as provided employment by Executive for hereinabove Good Reason shall not be deemed to occur based upon this subsection 8.d (iii) if the Company offers a “Good Reason” if required by law or if implemented with respect range of benefit plans and programs which, taken as a whole, are comparable to all Senior Officers; the Benefit Plans offered Executive before the action; (viv) The A relocation of the Holding Executive, or the Company’s 's principal executive offices if Executive's principal office is at such offices, to a location outside of Riverside County, California, or the requirement by the Holding Company that Executive be based anywhere other more than at the Holding Company’s principal executive offices or fifty (50) miles from the location where at which Executive is based at was performing his duties as of the time of execution date hereof, except for required travel by Executive on the Holding Company’s 's business to an extent substantially consistent with Executive’s 's business travel obligations in effect immediately prior to as of the execution date hereof; or, in the event Executive consents to any such relocation of the Holding Company’s principal executive offices or change in the location where Executive is based, the failure (v) Any material breach by the Holding Company (A) to pay (or promptly reimburse Executive for) all reasonable moving expenses incurred by Executive relating to a change of Executive’s principal residence in connection with such relocation, and (B) to indemnify Executive against any loss (defined as Executive’s cost of terminating any lease for such residence, if it is leased, or if Executive owns such residence the difference between the actual sale price of such residence and the higher of Executive’s aggregate investment in such residence or the fair market value of such residence as determined by any real estate appraiser designated by Executive and reasonably satisfactory to the Holding Company) realized in the lease termination or sale of Executive’s principal residence in connection with any such change of residence, and (C) to reimburse Executive for the amount of any federal, state and local income taxes for which Executive becomes liable by a reason provision of Executive’s receipt of any amounts under this Section 7(e)(v); Agreement; (vi) Any purported termination of Executive’s employment failure by the Holding Company which is not effected pursuant to a Notice obtain the assumption of Termination satisfying this Agreement by any successor or assign of the requirements of Section 7(g) belowCompany; or or (vii) A determination Any directive to Executive to perform any act which would expose him to personal legal liability or which, viewed objectively, is likely to constitute an unethical act ; or (viii) Any conduct directed to Executive by Company or any condition under which Executive made in good faith that, as a result of a detrimental change in circumstances significantly affecting Executive’s position, Executive is unable properly to carry out all works which constitutes constructive discharge under the principles of the authorities, powers, functions, duties and responsibilities attached to Executive’s position and contemplated by Section 3, and the situation is not remedied within 30 days after receipt by the Holding Company of written notice from Executive of such determinationgoverning law.