By the Consultant For Good Reason. In the event the Company willfully fails to substantially fulfill any of its obligations in this Agreement then after written notice of such failure (which must be given within 90 calendar days following the date such failure first occurred) and if such failure is not cured, if curable, within 30 calendar days after such notice, the Consultant may terminate this Agreement by providing notice of such termination and the effective date thereof to the Company and the Company shall be obligated to fulfill all remaining obligations set forth in Section 3 of this Agreement through the Completion Date and, with respect to the consulting fee payable pursuant to Section 3(a), all remaining monthly payments through the Completion Date shall be paid to the Consultant, as a single lump sum, on the tenth business day following the Consultant’s termination of this Agreement; provided, however, that if the Consultant terminates this Agreement pursuant to this paragraph and the effective date of such termination (the “Termination Effective Date”) occurs before April 1, 2008 and at a time when any stock of the Company (or any entity that is considered a single service recipient along with the Company within the meaning of Section 409A of the Code and the regulations promulgated thereunder) is publicly traded on an established securities market or otherwise, then any amounts to be paid to Consultant pursuant to clause (i) of Section 3(a) shall be paid on the tenth business day following the Termination Effective Date and the payment of any amounts to be paid pursuant to clause (ii) of Section 3(a) shall be delayed for six months following the Termination Effective Date and shall be paid to Consultant upon the first day following the date that such six month period expires, along with interest on the delayed amount through the date of payment at the prime interest rate reported in the Wall Street Journal on the Termination Effective Date. In order to be eligible for benefits pursuant to this Section 4(b), the effective date of the Consultant’s termination of this Agreement must be no later than two years following the initial existence of the failure giving rise to the Consultant’s right to terminate this Agreement pursuant to this Section 4(b).
By the Consultant For Good Reason. Consultant may terminate their engagement with Company for “Good Reason” (as defined herein), if Company shall have failed to cure an event or circumstance constituting “Good Reason” within thirty (30) days after receipt of written notice thereof from Consultant (which period may be extended by the parties) or within a reasonable time thereafter should it be impossible or impractical for the Company to cure within that time. For purposes of this paragraph, “
