Common use of By the Executive for Good Reason Clause in Contracts

By the Executive for Good Reason. 1. The Executive’s employment may be terminated by the Executive by written notice of his resignation delivered within sixty (60) days after the occurrence of any of the following events, each of which shall constitute “Good Reason” for resignation: a. a reduction in the Executive’s Base Salary (unless such reduction is part of an across the board reduction affecting all Company executives with a comparable title); b. a requirement by the Company to relocate the Executive to a location that is greater than twenty-five (25) miles from the location of the office in which the Executive performs his duties hereunder at the time of such relocation; c. in connection with a Change in Control, a failure by the successor person or entity, or the Board, either to honor this Agreement or to present the Executive with an employment agreement containing provisions satisfactory to the Executive and which is executed by the Executive; or d. a reduction in the Executive’s title, or a material and adverse change in Executive’s status and responsibilities, or the assignment to Executive of duties or responsibilities which are materially inconsistent with Executive’s status and responsibilities. 2. The Executive shall give the Company written notice of his intention to resign for Good Reason (stating the reason therefor) and the Company shall have sixty (60) days thereafter to rescind the events as stated in subparagraphs (a), (b), (c) or (d), in which event the Executive no longer shall have the right to resign for Good Reason. If the Executive resigns for Good Reason as defined in this Section (F), the Executive shall be entitled to receive: a. all Base Salary and benefits due to the Executive under this Agreement through the Date of Termination and a pro-rata portion of any Bonus Plan or other compensation to which he is otherwise entitled as of the Date of Termination, which Bonus Plan amount will be determined after the end of the fiscal year for which the Bonus Plan was in place; b. an amount equal to Executive’s Base Salary for a total of eighteen (18) months following the Date of Termination; and c. group medical benefits for eighteen (18) months after the Date of Termination. 3. The amount in clause 2(b) above shall be paid to the Executive periodically at the regular payroll dates commencing as of the Date of Termination and for the remaining term of the non-compete covenant in Section IX hereof; provided, that in the event the receipt of amounts payable pursuant to this Section (F) within six (6) months of the Date of Termination would cause the Executive to incur any penalty under Section 409A of the IRC, then payment of such amounts shall be delayed until the date that is six (6) months following the Date of Termination. The Executive may elect to receive an enhanced severance amount consisting of six (6) additional months of the Executive’s Base Salary (payable in accordance with the first sentence of this paragraph), upon execution of a full release of claims in favor of the Company. Furthermore, all outstanding stock options, restricted stock, restricted stock units and any other unvested equity incentives shall vest and/or remain exercisable for their stated terms solely in accordance with the terms of the stock option agreements or restricted stock agreements to which the Company and the Executive are parties on the Date of Termination. In addition, all amounts contributed by the Company to the CAP for the benefit of the Executive shall vest and thereafter be paid out in accordance with the terms of the CAP as in effect on the Date of Termination.

By the Executive for Good Reason. 1. The Executive’s employment may be terminated by the Executive by written notice of his the Executive’s resignation delivered within sixty (60) days after the occurrence of any of the following events, each of which shall constitute “Good Reason” for resignation: a. a material reduction in the Executive’s Base Salary (unless such reduction is part of an across the board reduction affecting all Company executives with a comparable title); b. a requirement by the Company to relocate the Executive to a location that is greater than twenty-five (25) miles from the location of the office in which the Executive performs his the Executive’s duties hereunder at the time of such relocation; c. in connection with a Change in Control, a failure by the successor person or entity, or the Board, either to honor this Agreement or to present the Executive with an employment agreement containing provisions substantially similar to this Agreement or otherwise satisfactory to the Executive and which is executed by the Executive; or d. a material reduction in the Executive’s title, or a material and adverse change in Executive’s status and responsibilities, or the assignment to Executive of duties or responsibilities which are materially inconsistent with Executive’s status and responsibilities. 2. The Executive shall give the Company written notice of his the Executive’s intention to resign for Good Reason (stating the reason therefor) within sixty (60) days after the occurrence of one of the events stated in Section VI.F.1.a, b, c or d above (the “Good Reason Events”) and the Company shall have sixty (60) days (the “Cure Period”) thereafter to rescind the events as stated in subparagraphs (a), (b), (c) or (dGood Reason Event(s), in which event the Executive no longer shall have the right to resign for Good Reason. If the Company fails to rescind the Good Reason Event(s) before the expiration of the Cure Period, then the Executive may resign for Good Reason and receive the benefits described below so long as the resignation for Good Reason occurs within thirty (30) days following the expiration of the Cure Period, otherwise the right to resign on the basis of that Good Reason Event(s) shall be deemed to have been waived. If the Executive resigns for Good Reason as defined in this Section (F)VI.F, the Executive shall be entitled to receive: a. all Base Salary and benefits due to the Executive under this Agreement through the Date of Termination (payable within thirty (30) days of the Date of Termination, with the date of such payment determined by the Company in its sole discretion) and a pro-rata portion of any Bonus Plan or other compensation to which he the Executive is otherwise entitled as of the Date of Termination, which Bonus Plan amount will be determined after the end of the fiscal year for which the Bonus Plan was in placeplace and paid in accordance with the terms of such Bonus Plan; b. an amount equal to Executive’s Base Salary for a total of eighteen (18) months following the Date of Termination; and c. group medical benefits for eighteen (18) months after the Date of Termination. The costs of the Company’s portion of any premiums due under this Section VI.F.2.c shall be included in the Executive’s gross income to the extent the provision of such benefits is deemed to be discriminatory under Section 105(h) of the Code. 3. The amount in clause 2(b) Section VI.F.2.b above shall be paid to the Executive periodically at the regular payroll dates commencing as of the Date of Termination and for the remaining term of the non-compete covenant in Section IX hereof; provided. In addition, that in the event the receipt of amounts payable pursuant to this Section (F) within six (6) months of the Date of Termination would cause the Executive to incur any penalty under Section 409A of the IRC, then payment of such amounts shall be delayed until the date that is six (6) months following the Date of Termination. The Executive may elect to will receive an enhanced severance amount consisting of six (6) additional months of the Executive’s Base Salary (payable periodically at regular payroll intervals following the end of the eighteen (18) month period described in accordance with Section VI.F.2.b above) upon the first sentence of this paragraph), upon Executive’s execution of a full release of claims in favor of the Company. Such release must be executed and become effective any and any revocation period must expire within sixty (60) days of the Date of Termination in order for the Executive to receive the Executive’s additional six (6) months of enhanced severance benefits. Furthermore, all outstanding stock options, restricted stock, restricted stock units and any other unvested equity incentives shall vest and/or remain exercisable for their stated terms solely in accordance with the terms of the stock option agreements or restricted stock award agreements to which the Company and the Executive are parties on the Date of Termination. In addition, all amounts contributed by the Company to the CAP for the benefit of the Executive shall vest and thereafter be paid out in accordance with the terms of the CAP as in effect on the Date of Termination.

By the Executive for Good Reason. 1. The Executive’s employment may be terminated by the Executive by written notice of his resignation delivered within sixty (60) days after the occurrence of any of the following events, each of which shall constitute “Good Reason” for resignation: a. a material reduction in the Executive’s Base Salary (unless such reduction is part of an across the board reduction affecting all Company executives with a comparable title); b. a requirement by the Company to relocate the Executive to a location that is greater than twenty-five (25) miles from the location of the office in which the Executive performs his duties hereunder at the time of such relocation; c. in connection with a Change in Control, a failure by the successor person or entity, or the Board, either to honor this Agreement or to present the Executive with an employment agreement containing provisions substantially similar to this Agreement or otherwise satisfactory to the Executive and which is executed by the Executive; or d. a material reduction in the Executive’s title, or a material and adverse change in Executive’s status and responsibilities, or the assignment to Executive of duties or responsibilities which are materially inconsistent with Executive’s status and responsibilities. 2. The Executive shall give the Company written notice of his intention to resign for Good Reason (stating the reason therefor) and the Company shall have within sixty (60) days thereafter to rescind after the occurrence of one of the events as stated in subparagraphs (a), (b), (c) or (d) above (the “Good Reason Events”) and the Company shall have sixty (60) days (the “Cure Period”) thereafter to rescind the Good Reason Event(s), in which event the Executive no longer shall have the right to resign for Good Reason. If the Company fails to rescind the Good Reason Event(s) before the expiration of the Cure Period, then the Executive may resign for Good Reason and receive the benefits described below so long as the resignation for Good Reason occurs within thirty (30) days following the expiration of the Cure Period, otherwise the right to resign on the basis of that Good Reason Event(s) shall be deemed to have been waived. If the Executive resigns for Good Reason as defined in this Section (F), the Executive shall be entitled to receive: a. all Base Salary and benefits due to the Executive under this Agreement through the Date of Termination (payable within thirty (30) days of the Date of Termination, with the date of such payment determined by the Company in its sole discretion) and a pro-rata portion of any Bonus Plan or other compensation to which he is otherwise entitled as of the Date of Termination, which Bonus Plan amount will be determined after the end of the fiscal year for which the Bonus Plan was in placeplace and paid in accordance with the terms of such Bonus Plan; b. an amount equal to Executive’s Base Salary for a total of eighteen (18) months following the Date of Termination; and c. group medical benefits for eighteen (18) months after the Date of Termination. The costs of the Company’s portion of any premiums due under this clause (c) shall be included in the Executive’s gross income to the extent the provision of such benefits is deemed to be discriminatory under Section 105(h) of the Internal Revenue Code of 1986, as amended (the “Code”). 3. The amount in clause 2(b) above shall be paid to the Executive periodically at the regular payroll dates commencing as of the Date of Termination and for the remaining term of the non-compete covenant in Section IX hereof; provided. In addition, that in the event the receipt of amounts payable pursuant to this Section (F) within six (6) months of the Date of Termination would cause the Executive to incur any penalty under Section 409A of the IRC, then payment of such amounts shall be delayed until the date that is six (6) months following the Date of Termination. The Executive may elect to will receive an enhanced severance amount consisting of six (6) additional months of the Executive’s Base Salary (payable in accordance with the first sentence of this paragraph), periodically at regular payroll intervals) upon his or her execution of a full release of claims in favor of the Company. Furthermore, all outstanding stock options, restricted stock, restricted stock units and any other unvested equity incentives shall vest and/or remain exercisable for their stated terms solely in accordance with the terms of the stock option agreements or restricted stock agreements to which the Company and the Executive are parties on the Date of Termination. In addition, all amounts contributed by the Company to the CAP for the benefit of the Executive shall vest and thereafter be paid out in accordance with the terms of the CAP as in effect on the Date of Termination.

By the Executive for Good Reason. 1. The Executive’s employment may be terminated by the Executive by written notice of his resignation delivered within sixty (60) days after the occurrence of any of the following events, each of which shall constitute “Good Reason” for resignation: a. a material reduction in the Executive’s Base Salary (unless such reduction is part of an across the board reduction affecting all Company executives with a comparable title); b. a requirement by the Company to relocate the Executive to a location that is greater than twenty-five (25) miles from the location of the office in which the Executive performs his duties hereunder at the time of such relocation; c. in connection with a Change in Control, a failure by the successor person or entity, or the Board, either to honor this Agreement or to present the Executive with an employment agreement containing provisions substantially similar to this Agreement or otherwise satisfactory to the Executive and which is executed by the Executive; or d. a material reduction in the Executive’s title, or a material and adverse change in Executive’s status and responsibilities, or the assignment to Executive of duties or responsibilities which are materially inconsistent with Executive’s status and responsibilities. 2. The Executive shall give the Company written notice of his intention to resign for Good Reason (stating the reason therefor) and the Company shall have within sixty (60) days thereafter to rescind after the occurrence of one of the events as stated in subparagraphs (a), (b), (c) or (d) above (the “Good Reason Events”) and the Company shall have sixty (60) days (the “Cure Period”) thereafter to rescind the Good Reason Event(s), in which event the Executive no longer shall have the right to resign for Good Reason. If the Company fails to rescind the Good Reason Event(s) before the expiration of the Cure Period, then the Executive may resign for Good Reason and receive the benefits described below so long as the resignation for Good Reason occurs within thirty (30) days following the expiration of the Cure Period, otherwise the right to resign on the basis of that Good Reason Event(s) shall be deemed to have been waived. If the Executive resigns for Good Reason as defined in this Section (F), the Executive shall be entitled to receive: a. all Base Salary and benefits due to the Executive under this Agreement through the Date of Termination (payable within thirty (30) days of the Date of Termination, with the date of such payment determined by the Company in its sole discretion) and a pro-rata portion of any Bonus Plan or other compensation to which he is otherwise entitled as of the Date of Termination, which Bonus Plan amount will be determined after the end of the fiscal year for which the Bonus Plan was in placeplace and paid in accordance with the terms of such Bonus Plan; b. an amount equal to Executive’s Base Salary for a total of eighteen (18) months following the Date of Termination; and c. group medical benefits for eighteen (18) months after the Date of Termination. The costs of the Company’s portion of any premiums due under this clause (c) shall be included in the Executive’s gross income to the extent the provision of such benefits is deemed to be discriminatory under Section 105(h) of the Internal Revenue Code of 1986, as amended (the “Code”). 3. The amount in clause 2(b) above shall be paid to the Executive periodically at the regular payroll dates commencing as of the Date of Termination and for the remaining term of the non-compete covenant in Section IX hereof; provided. In addition, that in the event the receipt of amounts payable pursuant to this Section (F) within six (6) months of the Date of Termination would cause the Executive to incur any penalty under Section 409A of the IRC, then payment of such amounts shall be delayed until the date that is six (6) months following the Date of Termination. The Executive may elect to will receive an enhanced severance amount consisting of six (6) additional months of the Executive’s Base Salary (payable in accordance with the first sentence of this paragraph), periodically at regular payroll intervals) upon his or her execution of a full release of claims in favor of the Company. Furthermore, all outstanding stock options, restricted stock, restricted stock units and any other unvested equity incentives shall vest and/or remain exercisable for their stated terms solely in accordance with the terms of the stock option agreements or restricted stock award agreements to which the Company and the Executive are parties on the Date of Termination. In addition, all amounts contributed by the Company to the CAP for the benefit of the Executive shall vest and thereafter be paid out in accordance with the terms of the CAP as in effect on the Date of Termination.

By the Executive for Good Reason. 1. The Executive’s employment may be terminated by the Executive by written notice of his resignation delivered within sixty (60) days after the occurrence of any of the following events, each of which shall constitute “Good Reason” for resignation: a. a material reduction in the Executive’s Base Salary (unless such reduction is part of an across the board reduction affecting all Company executives with a comparable title); b. a requirement by the Company to relocate the Executive to a location that is greater than twenty-five (25) miles from the location of the office in which the Executive performs his duties hereunder at the time of such relocation; c. in connection with a Change in Control, a failure by the successor person or entity, or the Board, either to honor this Agreement or to present the Executive with an employment agreement containing provisions substantially similar to this Agreement or otherwise satisfactory to the Executive and which is executed by the Executive; or d. a material reduction in the Executive’s title, or a material and adverse change in Executive’s status and responsibilities, or the assignment to Executive of duties or responsibilities which are materially inconsistent with Executive’s status and responsibilities. 2. The Executive shall give the Company written notice of his intention to resign for Good Reason (stating the reason therefor) and the Company shall have within sixty (60) days thereafter to rescind after the occurrence of one of the events as stated in subparagraphs (a), (b), (c) or (d) above (the “Good Reason Events”) and the Company shall have sixty (60) days (the “Cure Period”) thereafter to rescind the Good Reason Event(s), in which event the Executive no longer shall have the right to resign for Good Reason. If the Company fails to rescind the Good Reason Event(s) before the expiration of the Cure Period, then the Executive may resign for Good Reason and receive the benefits described below so long as the resignation for Good Reason occurs within thirty (30) days following the expiration of the Cure Period, otherwise the right to resign on the basis of that Good Reason Event(s) shall be deemed to have been waived. If the Executive resigns for Good Reason as defined in this Section (F), the Executive shall be entitled to receive: a. all Base Salary and benefits due to the Executive under this Agreement through the Date of Termination (payable within thirty (30) days of the Date of Termination, with the date of such payment determined by the Company in its sole discretion) and a pro-rata portion of any Bonus Plan or other compensation to which he is otherwise entitled as of the Date of Termination, which Bonus Plan amount will be determined after the end of the fiscal year for which the Bonus Plan was in placeplace and paid in accordance with the terms of such Bonus Plan; b. an amount equal to Executive’s Base Salary for a total of eighteen twelve (1812) months following the Date of Termination; and c. group medical benefits for eighteen sixteen (1816) months after the Date of Termination. The costs of the Company’s portion of any premiums due under this clause (c) shall be included in the Executive’s gross income to the extent the provision of such benefits is deemed to be discriminatory under Section 105(h) of the Internal Revenue Code of 1986, as amended (the “Code”). 3. The amount in clause 2(b) above shall be paid to the Executive periodically at the regular payroll dates commencing as of the Date of Termination and for the remaining term of the non-compete covenant in Section IX hereof; provided. In addition, that in the event the receipt of amounts payable pursuant to this Section (F) within six (6) months of the Date of Termination would cause the Executive to incur any penalty under Section 409A of the IRC, then payment of such amounts shall be delayed until the date that is six (6) months following the Date of Termination. The Executive may elect to will receive an enhanced severance amount consisting of six four (64) additional months of the Executive’s Base Salary (payable in accordance with the first sentence of this paragraph), periodically at regular payroll intervals) upon his or her execution of a full release of claims in favor of the Company. Furthermore, all outstanding stock options, restricted stock, restricted stock units and any other unvested equity incentives shall vest and/or remain exercisable for their stated terms solely in accordance with the terms of the stock option agreements or restricted stock award agreements to which the Company and the Executive are parties on the Date of Termination. In addition, all amounts contributed by the Company to the CAP for the benefit of the Executive shall vest and thereafter be paid out in accordance with the terms of the CAP as in effect on the Date of Termination.

By the Executive for Good Reason. 1. The Executive may terminate the Executive’s employment may be terminated by hereunder for Good Reason, provided that the Executive by shall have given written notice setting forth in reasonable detail the nature of his resignation delivered within sixty (60) days after such Good Reason to the Company upon the Executive’s becoming aware or at such time as Executive should have been aware of the occurrence of any such event or condition, and the Company shall not have fully corrected the situation within ten (10) days after such notice of the Good Reason. The following events, each of which shall constitute “Good Reason” for resignationtermination by the Executive: a. (i) failure by the Company to pay any compensation when due hereunder; (ii) any significant reduction by the Company’s of the Executive’s title, duties or responsibilities (except in connection with termination of the Executive’s employment for Cause, as a result of Disability, as a result of the Executive’s death or by the Executive other than for Good Reason); (iii) a reduction by the Company in the Executive’s Base Salary or any other compensation due hereunder; or (unless such reduction is part of an across the board reduction affecting all Company executives with a comparable title); b. a requirement iv) any material breach by the Company to relocate the Executive to a location that is greater than twenty-five (25) miles from the location of the office in which the Executive performs his duties hereunder at the time any other provision of such relocation; c. in connection with a Change in Control, a failure by the successor person or entity, or the Board, either to honor this Agreement or to present the Executive with an employment agreement containing provisions satisfactory to the Executive and which is executed by the Executive; or d. a reduction in the Executive’s title, or a material and adverse change in Executive’s status and responsibilities, or the assignment to Executive of duties or responsibilities which are materially inconsistent with Executive’s status and responsibilities. 2. The Executive shall give the Company written notice of his intention to resign for Good Reason (stating the reason therefor) and the Company shall have sixty (60) days thereafter to rescind the events as stated in subparagraphs (a), (b), (c) or (d), in which event the Executive no longer shall have the right to resign for Good ReasonAgreement. If the Executive resigns for Good Reason as defined in desires to terminate the Executive’s employment with the Company pursuant to this Section (F5(e), the Executive shall first give written notice of the facts and circumstances providing Good Reason to the Company, and shall allow the company no less than twenty (20) days to remedy, cure or rectify the situation giving rise to Good Reason. The Company’s failure to continue the Executive’s appointment or election as a director or officer of any of its Affiliates, a change in reporting relationships resulting from the direct or indirect control of the Company (or a successor corporation) by another corporation (in the absence of an independent change constituting Good Reason as defined above) and any diminution of the business of the Company or any of its Affiliates or any sale or transfer of equity, property or other assets of the Company or any of its Affiliates (in the absence of an independent change constituting Good Reason as defined above) shall not constitute Good Reason. In the event of termination in accordance with this Section 5(e), then the Executive will be entitled to receive: a. all Base Salary receive the payments and benefits due to the Executive under this Agreement through the Date of Termination and a pro-rata portion of any Bonus Plan or other compensation to which he is otherwise entitled as of the Date of Termination, which Bonus Plan amount will be determined after the end of the fiscal year for which the Bonus Plan was in place; b. an amount equal to Executive’s Base Salary for a total of eighteen (18) months following the Date of Termination; and c. group medical benefits for eighteen (18) months after the Date of Termination. 3. The amount in clause 2(b) above shall be paid to the Executive periodically at the regular payroll dates commencing as of the Date of Termination and for the remaining term of the non-compete covenant in Section IX hereof; provided, that in the event the receipt of amounts payable pursuant to this Section (F) within six (6) months of the Date of Termination would cause the Executive to incur any penalty under Section 409A of the IRC, then payment of such amounts shall be delayed until the date that is six (6) months following the Date of Termination. The Executive may elect to receive an enhanced severance amount consisting of six (6) additional months of the Executive’s Base Salary (payable in accordance with Section 5(d) hereof provided the first sentence Executive complies with the requirement of executing and delivering the Separation Agreement. Other than as set forth in this paragraphclause (e), upon execution of a full release of claims in favor of the Company. Furthermore, all outstanding stock options, restricted stock, restricted stock units and any other unvested equity incentives shall vest and/or remain exercisable for their stated terms solely in accordance with the terms of the stock option agreements or restricted stock agreements to which the Company and the Executive are parties on the Date of Termination. In addition, all amounts contributed by the Company shall have no further obligation to the CAP for the benefit of the Executive shall vest and thereafter be paid out in accordance with the terms of the CAP as in effect on the Date of TerminationExecutive.

By the Executive for Good Reason. 1. The Executive’s employment may be terminated by the Executive by written notice of his her resignation delivered within sixty (60) days after the occurrence of any of the following events, each of which shall constitute “Good Reason” for resignation: a. a reduction in the Executive’s Base Salary (unless such reduction is part of an across the board reduction affecting all Company executives with a comparable title); b. a requirement by the Company to relocate the Executive to a location that is greater than twenty-five (25) miles from the location of the office in which the Executive performs his her duties hereunder at the time of such relocation; c. in connection with a Change in Control, a failure by the successor person or entity, or the Board, either to honor this Agreement or to present the Executive with an employment agreement containing provisions satisfactory to the Executive and which is executed by the Executive; or d. a reduction in the Executive’s title, or a material and adverse change in Executive’s status and responsibilities, or the assignment to Executive of duties or responsibilities which are materially inconsistent with Executive’s status and responsibilities. 2. The Executive shall give the Company written notice of his her intention to resign for Good Reason (stating the reason therefor) and the Company shall have sixty (60) days thereafter to rescind the events as stated in subparagraphs (a), (b), (c) or (d), in which event the Executive no longer shall have the right to resign for Good Reason. If the Executive resigns for Good Reason as defined in this Section (F), the Executive shall be entitled to receive: a. all Base Salary and benefits due to the Executive under this Agreement through the Date of Termination and a pro-rata portion of any Bonus Plan or other compensation to which he she is otherwise entitled as of the Date of Termination, which Bonus Plan amount will be determined after the end of the fiscal year for which the Bonus Plan was in place; b. an amount equal to Executive’s Base Salary for a total of eighteen (18) months following the Date of Termination; and c. group medical benefits for eighteen (18) months after the Date of Termination. 3. The amount in clause 2(b) above shall be paid to the Executive periodically at the regular payroll dates commencing as of the Date of Termination and for the remaining term of the non-compete covenant in Section IX hereof; provided, that in the event the receipt of amounts payable pursuant to this Section (F) within six (6) months of the Date of Termination would cause the Executive to incur any penalty under Section 409A of the IRC, then payment of such amounts shall be delayed until the date that is six (6) months following the Date of Termination. The Executive may elect to receive an enhanced severance amount consisting of six (6) additional months of the Executive’s Base Salary (payable in accordance with the first sentence of this paragraph), upon execution of a full release of claims in favor of the Company. Furthermore, all outstanding stock options, restricted stock, restricted stock units and any other unvested equity incentives shall vest and/or remain exercisable for their stated terms solely in accordance with the terms of the stock option agreements or restricted stock agreements to which the Company and the Executive are parties on the Date of Termination. In addition, all amounts contributed by the Company to the CAP for the benefit of the Executive shall vest and thereafter be paid out in accordance with the terms of the CAP as in effect on the Date of Termination.

By the Executive for Good Reason. 1. The Executive’s employment may be terminated by the Executive by written notice of his the Executive’s resignation delivered within sixty (60) days after the occurrence of any of the following events, each of which shall constitute “Good Reason” for resignation: a. a material reduction in the Executive’s Base Salary (unless such reduction is part of an across the board reduction affecting all Company executives with a comparable titlesenior officers of the Company); b. a requirement by the Company to relocate the Executive to a location that is greater than twenty-five (25) miles from the location of the office in which the Executive performs his the Executive’s duties hereunder at the time of such relocation; c. in connection with a Change in Control, a failure by the successor person or entity, or the Board, either to honor this Agreement or to present the Executive with an employment agreement containing provisions substantially similar to this Agreement or otherwise satisfactory to the Executive and which is executed by the Executive; or d. a material reduction in the Executive’s title, or a material and adverse change in the Executive’s status and responsibilities, or the assignment to the Executive of duties or responsibilities which are materially inconsistent with the Executive’s status title and responsibilities. 2. The Executive shall give the Company written notice of his the Executive’s intention to resign for Good Reason (stating the reason therefor) within sixty (60) days after the occurrence of one of the events stated in Section VI.F.1.a, b, c or d above (the “Good Reason Events”), and the Company shall have sixty (60) days (the “Cure Period”) thereafter to rescind the events as stated in subparagraphs (a), (b), (c) or (dGood Reason Event(s), in which event the Executive no longer shall have the right to resign for Good Reason. If the Company fails to rescind the Good Reason Event(s) before the expiration of the Cure Period, then the Executive may resign for Good Reason and receive the benefits described below so long as the resignation for Good Reason occurs within thirty (30) days following the expiration of the Cure Period, otherwise the right to resign on the basis of that Good Reason Event(s) shall be deemed to have been waived. If the Executive resigns for Good Reason as defined in this Section (F)Reason, the Executive shall be entitled to receive: a. all Base Salary and benefits due to the Executive under this Agreement through the Date of Termination and Termination, plus any earned, but unpaid, bonus under any applicable Bonus Plan (in each case, payable within thirty (30) days of the Date of Termination, with the date of such payment determined by the Company in its sole discretion), plus a pro-rata portion of any Bonus Plan or other compensation to annual bonus for the year in which he is otherwise entitled as of the Date of TerminationTermination occurs, based on actual Company performance, which Bonus Plan pro rata annual bonus amount will be determined after the end of the fiscal year for which the Bonus Plan was in placeplace and paid in accordance with the terms of such Bonus Plan; b. an amount equal to Executive’s Base Salary for a total of eighteen twenty-four (1824) months following the Date of Termination; and c. group medical benefits for eighteen (18) months after the Date of Termination. 3. The amount in clause 2(b) above , which shall be paid to the Executive periodically at the regular payroll dates commencing as of the Date of Termination Termination; and c. a lump sum amount, payable by the Company concurrent with the payment provided for in Section VI.F.2.a hereunder, equal to the Company’s estimated obligation (as determined by the Company in the reasonable exercise of its discretion) for its share of the cost of premiums, and related administrative fees, for group health (medical, dental and vision) continuation coverage for the remaining term Executive and the Executive’s eligible dependents, for substantially the same level of the non-compete covenant benefits as in Section IX hereof; provided, that in the event the receipt of amounts payable pursuant effect immediately prior to this Section (F) within six (6) months of the Date of Termination and for a period equal to twenty-four (24) months. Notwithstanding the foregoing, if the Company’s payment pursuant to the foregoing sentence would cause violate the Executive nondiscrimination rules applicable to incur any penalty non-grandfathered plans, or result in the imposition of penalties, under Section 409A PPACA and related regulations and guidance promulgated thereunder, the parties agree to reform such sentence in such manner as is necessary to comply with PPACA. 3. The vesting, settlement and exercisability (if applicable) of the IRC, then payment of such amounts all Incentive Awards shall be delayed until the date that is six (6) months following the Date of Termination. The Executive may elect to receive an enhanced severance amount consisting of six (6) additional months of the Executive’s Base Salary (payable in accordance with the first sentence of this paragraph), upon execution of a full release of claims in favor of the Company. Furthermore, all outstanding stock options, restricted stock, restricted stock units and any other unvested equity incentives shall vest and/or remain exercisable for their stated terms solely in accordance with governed by the terms of the stock option agreements or restricted stock applicable award agreements to which the Company and the Executive are parties on the Date of Termination. In addition, all amounts contributed by the Company to the CAP for the benefit of the Executive shall vest and thereafter be paid out in accordance with the terms of the CAP as in effect on the Date of Termination.

By the Executive for Good Reason. 1The Executive may terminate his -------------------------------- employment hereunder for Good Reason, upon notice to the Company setting forth in reasonable detail the nature of such Good Reason. The Executive’s employment may be terminated following shall constitute Good Reason for termination by the Executive by written notice of his resignation delivered within sixty (60) days after the occurrence of any of the following events, each of which shall constitute “Good Reason” for resignationExecutive: a. a reduction in the Executive’s Base Salary (unless such reduction is part i) Failure of an across the board reduction affecting all Company executives with a comparable title); b. a requirement by the Company to relocate continue the Executive to a location that is greater than twenty-five in the positions of Chairman, President and Chief Executive Officer; (25ii) miles Material diminution or other material adverse change in the nature or scope of the Executive's responsibilities, duties or authority which remains uncured, continues or recurs after ten (10) business days' notice from the location of Executive setting forth in reasonable detail the office in which the Executive performs his duties hereunder at the time nature of such relocation; c. in connection with a Change in Control, a failure by the successor person diminution or entity, or the Board, either to honor this Agreement or to present the Executive with an employment agreement containing provisions satisfactory to the Executive and which is executed by the Executivechange; or d. a reduction in the Executive’s title, or a material and adverse change in Executive’s status and responsibilities, or the assignment to Executive (iii) Material failure of duties or responsibilities which are materially inconsistent with Executive’s status and responsibilities. 2. The Executive shall give the Company written notice of his intention to resign for Good Reason (stating the reason therefor) and the Company shall have sixty (60) days thereafter to rescind the events as stated in subparagraphs (a), (b), (c) or (d), in which event provide the Executive no longer shall have the right to resign for Good Reason. If the Executive resigns for Good Reason as defined in this Section (F), the Executive shall be entitled to receive: a. all Base Salary and benefits due to the Executive under this Agreement through the Date of Termination and a pro-rata portion of any Bonus Plan or other compensation to which he is otherwise entitled as of the Date of Termination, which Bonus Plan amount will be determined after the end of the fiscal year for which the Bonus Plan was in place; b. an amount equal to Executive’s Base Salary for a total of eighteen (18) months following the Date of Termination; and c. group medical and benefits for eighteen (18) months after the Date of Termination. 3. The amount in clause 2(b) above shall be paid to the Executive periodically at the regular payroll dates commencing as of the Date of Termination and for the remaining term of the non-compete covenant in Section IX hereof; provided, that in the event the receipt of amounts payable pursuant to this Section (F) within six (6) months of the Date of Termination would cause the Executive to incur any penalty under Section 409A of the IRC, then payment of such amounts shall be delayed until the date that is six (6) months following the Date of Termination. The Executive may elect to receive an enhanced severance amount consisting of six (6) additional months of the Executive’s Base Salary (payable in accordance with the first sentence of this paragraph), upon execution of a full release of claims in favor of the Company. Furthermore, all outstanding stock options, restricted stock, restricted stock units and any other unvested equity incentives shall vest and/or remain exercisable for their stated terms solely in accordance with the terms of Section 4 hereof, other than any inadvertent failure which is cured within ten (10) business days following notice from the stock option agreements Executive setting forth in reasonable detail the nature of such failure. In the event of termination for Good Reason in accordance with this Section 5(e), in addition to Final Compensation, the Company shall continue to pay the Executive the Base Salary for the period of twelve (12) months following the date of termination and, in lieu of continuation of the Executive's participation, or restricted stock agreements that of any of his eligible dependents, in any of the Company's group benefit plans following termination of his employment, shall provide the Executive a single lump sum payment in the amount of Twenty-Five Thousand Dollars ($25,000). Base Salary to which the Company and the Executive are parties on the Date of Termination. In addition, all amounts contributed by the Company to the CAP for the benefit of the Executive is entitled hereunder shall vest and thereafter be paid out payable in accordance with the terms normal payroll practices of the CAP as in effect on Company and will begin at the Date Company's next regular payroll period following the date of Terminationtermination. The lump sum payment to which the Executive is entitled hereunder shall be paid at the Company's next regular payday following the date of termination.

By the Executive for Good Reason. 1. The Executive’s employment may be terminated by the Executive by written notice of his resignation delivered within sixty (60) days after the occurrence of any of the following events, each of which shall constitute “Good Reason” for resignation: a. a material reduction in the Executive’s Base Salary (unless such reduction is part of an across the board reduction affecting all Company executives with a comparable title); b. a requirement by the Company to relocate the Executive to a location that is greater than twenty-five (25) miles from the location of the office in which the Executive performs his duties hereunder at the time of such relocation; c. in connection with a Change in Control, a failure by the successor person or entity, or the Board, either to honor this Agreement or to present the Executive with an employment agreement containing provisions substantially similar to this Agreement or otherwise satisfactory to the Executive and which is executed by the Executive; or d. a material reduction in the Executive’s title, or a material and adverse change in Executive’s status and responsibilities, or the assignment to Executive of duties or responsibilities which are materially inconsistent with Executive’s status and responsibilities. 2. The Executive shall give the Company written notice of his intention to resign for Good Reason (stating the reason therefor) and the Company shall have within sixty (60) days thereafter to rescind after the occurrence of one of the events as stated in subparagraphs (a), (b), (c) or (d) above (the “Good Reason Events”) and the Company shall have sixty (60) days (the “Cure Period”) thereafter to rescind the Good Reason Event(s), in which event the Executive no longer shall have the right to resign for Good Reason. If the Company fails to rescind the Good Reason Event(s) before the expiration of the Cure Period, then the Executive may resign for Good Reason and receive the benefits described below so long as the resignation for Good Reason occurs within thirty (30) days following the expiration of the Cure Period, otherwise the right to resign on the basis of that Good Reason Event(s) shall be deemed to have been waived. If the Executive resigns for Good Reason as defined in this Section (F), the Executive shall be entitled to receive: a. all Base Salary and benefits due to the Executive under this Agreement through the Date of Termination (payable within thirty (30) days of the Date of Termination, with the date of such payment determined by the Company in its sole discretion) and a pro-rata portion of any Bonus Plan or other compensation to which he is otherwise entitled as of the Date of Termination, which Bonus Plan amount will be determined after the end of the fiscal year for which the Bonus Plan was in placeplace and paid in accordance with the terms of such Bonus Plan; b. an amount equal to Executive’s Base Salary for a total of eighteen (18) months following the Date of Termination; and c. group medical benefits for eighteen (18) months after the Date of Termination. The costs of the Company’s portion of any premiums due under this clause (c) shall be included in the Executive’s gross income to the extent the provision of such benefits is deemed to be discriminatory under Section 105(h) of the Internal Revenue Code of 1986, as amended (the “Code”). 3. The amount in clause 2(b) above shall be paid to the Executive periodically at the regular payroll dates commencing as of the Date of Termination and for the remaining term of the non-compete covenant in Section IX hereof; provided. In addition, that in the event the receipt of amounts payable pursuant to this Section (F) within six (6) months of the Date of Termination would cause the Executive to incur any penalty under Section 409A of the IRC, then payment of such amounts shall be delayed until the date that is six (6) months following the Date of Termination. The Executive may elect to will receive an enhanced severance amount consisting of six (6) additional months of the Executive’s Base Salary (payable in accordance with the first sentence of this paragraph), periodically at regular payroll intervals) upon his execution of a full release of claims in favor of the Company. Furthermore, all outstanding stock options, restricted stock, restricted stock units and any other unvested equity incentives shall vest and/or remain exercisable for their stated terms solely in accordance with the terms of the stock option agreements or restricted stock award agreements to which the Company and the Executive are parties on the Date of Termination. In addition, all amounts contributed by the Company to the CAP for the benefit of the Executive shall vest and thereafter be paid out in accordance with the terms of the CAP as in effect on the Date of Termination.

By the Executive for Good Reason. 1. The Executive’s employment may be terminated by the Executive by written notice of his resignation delivered within sixty (60) days after the occurrence of any of the following events, each of which shall constitute “Good Reason” for resignation: a. (i) a reduction in the Executive’s Base Salary (unless such reduction is part of an across the board reduction affecting all Company executives with a comparable titleSenior Executives); b. (ii) a requirement by the Company to relocate the Executive to a location that is greater than twenty-five (25) miles from the location of the office in which the Executive performs his duties hereunder at the time of such relocation;; and c. (iii) in connection with a Change in Control, a failure by the successor person or entity, or the Board, either to honor this Agreement or to present the Executive with an employment agreement containing provisions satisfactory to the Executive and which is executed by the Executive; or. d. (iv) a reduction in the Executive’s title, or a material and adverse change in the Executive’s status and responsibilities, or the assignment to Executive of duties or responsibilities which are materially inconsistent with Executive’s status and responsibilities. 2. The Executive shall give the Company written notice of his intention to resign for Good Reason (stating the reason therefor) and the Company shall have sixty (60) days thereafter to rescind the events as stated in subparagraphs (ai), (bii), (ciii) or (div), in which event the Executive no longer shall have the right to resign for Good Reason. If the Executive resigns for Good Reason as defined in this Section (Ff), the Executive shall be entitled to receive: a. (A) all Base Salary and benefits due to the Executive under this Agreement through the Date of Termination and a pro-rata portion of any Bonus Plan or other compensation to which he is otherwise entitled as of the Date of Termination, which Bonus Plan amount will be determined after the end of the fiscal year for which the Bonus Plan was in place; b. (B) an amount equal to the Executive’s Base Salary for a total of eighteen (18) months following the Date of Termination; and c. (C) group medical benefits and other benefits listed in Section 5(e) of this Agreement and on Exhibit A, for eighteen (18) months after the Date of Termination. 3. The amount in clause 2(b(B) above shall be paid to the Executive periodically at the regular payroll dates commencing as of the Date of Termination and for the remaining term Term of the non-compete covenant in Section IX hereofthis Agreement; provided, that in the event the receipt of amounts payable pursuant to this Section (Ff) within six (6) months of the Date of Termination would cause the Executive to incur any penalty under Section 409A of the IRC, then payment of such amounts shall be delayed until the date that is six (6) months following the Date of Termination. The Executive may elect to receive an enhanced severance amount consisting of six (6) additional months of the Executive’s Base Salary (payable in accordance with the first sentence of this paragraph), upon execution of a full release of claims in favor of the Company. Furthermore, all outstanding stock options, restricted stock, restricted stock units and any other unvested equity incentives shall vest and/or remain exercisable for their stated terms solely in accordance with the terms of the stock option agreements or restricted stock agreements to which the Company and the Executive are parties on the Date of Termination. In addition, all amounts contributed by the Company to the CAP for the benefit of the Executive shall vest and thereafter be paid out in accordance with the terms of the CAP as in effect on the Date of Termination.

By the Executive for Good Reason. 1. The Executive’s 's employment may be terminated by the Executive by written notice of his the Executive's resignation delivered within sixty (60) days after the occurrence of any of the following events, each of which shall constitute “"Good Reason” " for resignation: a. a material reduction in the Executive’s 's Base Salary (unless such reduction is part of an across the board reduction affecting all Company executives with a comparable title); b. a requirement by the Company to relocate the Executive to a location that is greater than twenty-five (25) miles from the location of the office in which the Executive performs his the Executive's duties hereunder at the time of such relocation; c. in connection with a Change in Control, a failure by the successor person or entity, or the Board, either to honor this Agreement or to present the Executive with an employment agreement containing provisions substantially similar to this Agreement or otherwise satisfactory to the Executive and which is executed by the Executive; or d. a material reduction in the Executive’s 's title, or a material and adverse change in Executive’s 's status and responsibilities, or the assignment to Executive of duties or responsibilities which are materially inconsistent with Executive’s 's status and responsibilities. 2. The Executive shall give the Company written notice of his the Executive's intention to resign for Good Reason (stating the reason therefor) within sixty (60) days after the occurrence of one of the events stated in Section VI.F.1.a, b, c or d above (the "Good Reason Events") and the Company shall have sixty (60) days (the "Cure Period") thereafter to rescind the events as stated in subparagraphs (a), (b), (c) or (dGood Reason Event(s), in which event the Executive no longer shall have the right to resign for Good Reason. If the Company fails to rescind the Good Reason Event(s) before the expiration of the Cure Period, then the Executive may resign for Good Reason and receive the benefits described below so long as the resignation for Good Reason occurs within thirty (30) days following the expiration of the Cure Period, otherwise the right to resign on the basis of that Good Reason Event(s) shall be deemed to have been waived. If the Executive resigns for Good Reason as defined in this Section (F)VI.F, the Executive shall be entitled to receive: a. all Base Salary and benefits due to the Executive under this Agreement through the Date of Termination (payable within thirty (30) days of the Date of Termination, with the date of such payment determined by the Company in its sole discretion) and a pro-rata portion of any Bonus Plan or other compensation to which he the Executive is otherwise entitled as of the Date of Termination, which Bonus Plan amount will be determined after the end of the fiscal year for which the Bonus Plan was in placeplace and paid in accordance with the terms of such Bonus Plan; b. an amount equal to Executive’s 's Base Salary for a total of eighteen (18) months following the Date of Termination; and c. group medical benefits for eighteen (18) months after the Date of Termination. The costs of the Company's portion of any premiums due under this Section VI.F.2.c shall be included in the Executive's gross income to the extent the provision of such benefits is deemed to be discriminatory under Section 105(h) of the Code. 3. The amount in clause 2(b) Section VI.F.2.b above shall be paid to the Executive periodically at the regular payroll dates commencing as of the Date of Termination and for the remaining term of the non-compete covenant in Section IX hereof; provided. In addition, that in the event the receipt of amounts payable pursuant to this Section (F) within six (6) months of the Date of Termination would cause the Executive to incur any penalty under Section 409A of the IRC, then payment of such amounts shall be delayed until the date that is six (6) months following the Date of Termination. The Executive may elect to will receive an enhanced severance amount consisting of six (6) additional months of the Executive’s 's Base Salary (payable periodically at regular payroll intervals following the end of the eighteen (18) month period described in accordance with Section VI.F.2.b above) upon the first sentence of this paragraph), upon Executive's execution of a full release of claims in favor of the Company. Such release must be executed and become effective any and any revocation period must expire within sixty (60) days of the Date of Termination in order for the Executive to receive the Executive's additional six (6) months of enhanced severance benefits. Furthermore, all outstanding stock options, restricted stock, restricted stock units and any other unvested equity incentives shall vest and/or remain exercisable for their stated terms solely in accordance with the terms of the stock option agreements or restricted stock award agreements to which the Company and the Executive are parties on the Date of Termination. In addition, all amounts contributed by the Company to the CAP for the benefit of the Executive shall vest and thereafter be paid out in accordance with the terms of the CAP as in effect on the Date of Termination.

By the Executive for Good Reason. 1. The Executive’s employment may be terminated by the Executive by written notice of his resignation delivered within sixty (60) days after the occurrence of any of the following events, each of which shall constitute “Good Reason” for resignation: a. a material reduction in the Executive’s Base Salary not pursuant to Section IV(A)(3) (unless such reduction is part of an across the board reduction affecting all Company executives with a comparable title); b. a requirement by the Company to relocate the Executive to a location that is greater than twenty-five (25) miles from the location of the office in which the Executive performs his duties hereunder at the time of such relocation; c. in connection with a Change in Control, a failure by the successor person or entity, or the Board, either to honor this Agreement or to present the Executive with an employment agreement containing provisions substantially similar to this Agreement or otherwise satisfactory to the Executive and which is executed by the Executive; or d. a material reduction in the Executive’s title, or a material and adverse change in Executive’s status and responsibilities, or the assignment to Executive of duties or responsibilities which are materially inconsistent with Executive’s status and responsibilities. 2. The Executive shall give the Company written notice of his intention to resign for Good Reason (stating the reason therefor) and the Company shall have within sixty (60) days thereafter to rescind after the occurrence of one of the events as stated in subparagraphs (a), (b), (c) or (d) above (the “Good Reason Events”) and the Company shall have sixty (60) days (the “Cure Period”) thereafter to rescind the Good Reason Event(s), in which event the Executive no longer shall have the right to resign for Good Reason. If the Company fails to rescind the Good Reason Event(s) before the expiration of the Cure Period, then the Executive may resign for Good Reason and receive the benefits described below so long as the resignation for Good Reason occurs within thirty (30) days following the expiration of the Cure Period, otherwise the right to resign on the basis of that Good Reason Event(s) shall be deemed to have been waived. If the Executive resigns for Good Reason as defined in this Section (F), the Executive shall be entitled to receive: a. all Base Salary and benefits due to the Executive under this Agreement through the Date of Termination (payable within thirty (30) days of the Date of Termination, with the date of such payment determined by the Company in its sole discretion) and a pro-rata portion of any Bonus Plan or other compensation to which he is otherwise entitled as of the Date of Termination, which Bonus Plan amount will be determined after the end of the fiscal year for which the Bonus Plan was in placeplace and paid in accordance with the terms of such Bonus Plan; b. an amount equal to Executive’s Base Salary for a total of eighteen (18) months following the Date of Termination; and c. group medical benefits for eighteen (18) months after the Date of Termination. The costs of the Company’s portion of any premiums due under this clause (c) shall be included in the Executive’s gross income to the extent the provision of such benefits is deemed to be discriminatory under Section 105(h) of the Internal Revenue Code of 1986, as amended (the “Code”). 3. The amount in clause 2(b) above shall be paid to the Executive periodically at the regular payroll dates commencing as of the Date of Termination and for the remaining term of the non-compete covenant in Section IX VIII hereof; provided. In addition, that in the event the receipt of amounts payable pursuant to this Section (F) within six (6) months of the Date of Termination would cause the Executive to incur any penalty under Section 409A of the IRC, then payment of such amounts shall be delayed until the date that is six (6) months following the Date of Termination. The Executive may elect to will receive an enhanced severance amount consisting of six (6) additional months of the Executive’s Base Salary (payable in accordance with the first sentence of this paragraph), periodically at regular payroll intervals) upon his or her execution of a full release of claims in favor of the Company. Furthermore, all outstanding stock options, restricted stock, restricted stock units and any other unvested equity incentives shall vest and/or remain exercisable for their stated terms solely in accordance with the terms of the stock option agreements or restricted stock award agreements to which the Company and the Executive are parties on the Date of Termination. In addition, all amounts contributed by the Company to the CAP for the benefit of the Executive shall vest and thereafter be paid out in accordance with the terms of the CAP as in effect on the Date of Termination.

By the Executive for Good Reason. 1The Executive may terminate his -------------------------------- employment hereunder for Good Reason, upon notice to the Company setting forth in reasonable detail the nature of such Good Reason. The Executive’s employment may be terminated following shall constitute Good Reason for termination by the Executive by written notice of his resignation delivered within sixty (60) days after the occurrence of any of the following events, each of which shall constitute “Good Reason” for resignationExecutive: a. a reduction in the Executive’s Base Salary (unless such reduction is part i) Failure of an across the board reduction affecting all Company executives with a comparable title); b. a requirement by the Company to relocate continue the Executive to a location that is greater than twenty-five in the positions of Chief Financial Officer, Senior Vice President and Treasurer; (25ii) miles Material diminution or other material adverse change in the nature or scope of the Executive's responsibilities, duties or authority which remains uncured, continues or recurs after ten (10) business days' notice from the location of Executive setting forth in reasonable detail the office in which the Executive performs his duties hereunder at the time nature of such relocation; c. in connection with a Change in Control, a failure by the successor person diminution or entity, or the Board, either to honor this Agreement or to present the Executive with an employment agreement containing provisions satisfactory to the Executive and which is executed by the Executivechange; or d. a reduction in the Executive’s title, or a material and adverse change in Executive’s status and responsibilities, or the assignment to Executive (iii) Material failure of duties or responsibilities which are materially inconsistent with Executive’s status and responsibilities. 2. The Executive shall give the Company written notice of his intention to resign for Good Reason (stating the reason therefor) and the Company shall have sixty (60) days thereafter to rescind the events as stated in subparagraphs (a), (b), (c) or (d), in which event provide the Executive no longer shall have the right to resign for Good Reason. If the Executive resigns for Good Reason as defined in this Section (F), the Executive shall be entitled to receive: a. all Base Salary and benefits due to the Executive under this Agreement through the Date of Termination and a pro-rata portion of any Bonus Plan or other compensation to which he is otherwise entitled as of the Date of Termination, which Bonus Plan amount will be determined after the end of the fiscal year for which the Bonus Plan was in place; b. an amount equal to Executive’s Base Salary for a total of eighteen (18) months following the Date of Termination; and c. group medical and benefits for eighteen (18) months after the Date of Termination. 3. The amount in clause 2(b) above shall be paid to the Executive periodically at the regular payroll dates commencing as of the Date of Termination and for the remaining term of the non-compete covenant in Section IX hereof; provided, that in the event the receipt of amounts payable pursuant to this Section (F) within six (6) months of the Date of Termination would cause the Executive to incur any penalty under Section 409A of the IRC, then payment of such amounts shall be delayed until the date that is six (6) months following the Date of Termination. The Executive may elect to receive an enhanced severance amount consisting of six (6) additional months of the Executive’s Base Salary (payable in accordance with the first sentence of this paragraph), upon execution of a full release of claims in favor of the Company. Furthermore, all outstanding stock options, restricted stock, restricted stock units and any other unvested equity incentives shall vest and/or remain exercisable for their stated terms solely in accordance with the terms of Section 4 hereof, other than any inadvertent failure which is cured within ten (10) business days following notice from the stock option agreements Executive setting forth in reasonable detail the nature of such failure. In the event of termination for Good Reason in accordance with this Section 5(e), in addition to Final Compensation, the Company shall continue to pay the Executive the Base Salary for the period of twelve (12) months following the date of termination and, in lieu of continuation of the Executive's participation, or restricted stock agreements that of any of his eligible dependents, in any of the Company's group benefit plans following termination of his employment, shall provide the Executive a single lump sum payment in the amount of Twenty-Five Thousand Dollars ($25,000). Base Salary to which the Company and the Executive are parties on the Date of Termination. In addition, all amounts contributed by the Company to the CAP for the benefit of the Executive is entitled hereunder shall vest and thereafter be paid out payable in accordance with the terms normal payroll practices of the CAP as in effect on Company and will begin at the Date Company's next regular payroll period following the date of Terminationtermination. The lump sum payment to which the Executive is entitled hereunder shall be paid at the Company's next regular payday following the date of termination.

By the Executive for Good Reason. 1The Executive may terminate her employment hereunder for Good Reason, upon notice to the Company setting forth in reasonable detail the nature of such Good Reason. The Executive’s employment may be terminated following shall constitute Good Reason for termination by the Executive by written notice Executive: -5 (i) Failure of his resignation delivered within sixty (60) days after the occurrence of any of the following events, each of which shall constitute “Good Reason” for resignation: a. a reduction in the Executive’s Base Salary (unless such reduction is part of an across the board reduction affecting all Company executives with a comparable title); b. a requirement by the Company to relocate continue the Executive to a location that is greater than twenty-five in the position of Vice President, Regulatory; (25ii) miles Material diminution or other material adverse change in the nature or scope of the Executive's responsibilities, duties or authority which remains uncured, continues or recurs after ten (10) business days' notice from the location of Executive setting forth in reasonable detail the office in which the Executive performs his duties hereunder at the time nature of such relocation; c. in connection with a Change in Control, a failure by the successor person diminution or entity, or the Board, either to honor this Agreement or to present the Executive with an employment agreement containing provisions satisfactory to the Executive and which is executed by the Executivechange; or d. a reduction in the Executive’s title, or a material and adverse change in Executive’s status and responsibilities, or the assignment to Executive (iii) Material failure of duties or responsibilities which are materially inconsistent with Executive’s status and responsibilities. 2. The Executive shall give the Company written to provide the Executive the Base Salary and other compensation and benefits in accordance with the terms of Section 4 hereof, other than any inadvertent failure which is cured within ten (10) business days following notice from the Executive setting forth in reasonable detail the nature of his intention to resign such failure. In the event of termination for Good Reason (stating the reason therefor) and in accordance with this Section 5(e), in addition to Final Compensation, the Company shall have sixty (60) days thereafter continue to rescind the events as stated in subparagraphs (a), (b), (c) or (d), in which event pay the Executive no longer shall have the right to resign for Good Reason. If the Executive resigns for Good Reason as defined in this Section (F), the Executive shall be entitled to receive: a. all Base Salary and benefits due to the Executive under this Agreement through the Date of Termination and a pro-rata portion of any Bonus Plan or other compensation to which he is otherwise entitled as of the Date of Termination, which Bonus Plan amount will be determined after the end of the fiscal year for which the Bonus Plan was in place; b. an amount equal to Executive’s Base Salary for a total the period of eighteen (18) months following the Date of Termination; and c. group medical benefits for eighteen (18) months after the Date of Termination. 3. The amount in clause 2(b) above shall be paid to the Executive periodically at the regular payroll dates commencing as of the Date of Termination and for the remaining term of the non-compete covenant in Section IX hereof; provided, that in the event the receipt of amounts payable pursuant to this Section (F) within six (6) months of the Date of Termination would cause the Executive to incur any penalty under Section 409A of the IRC, then payment of such amounts shall be delayed until the date that is six (6) months following the Date date of Termination. The Executive may elect to receive an enhanced severance amount consisting termination and, in lieu of six (6) additional months continuation of the Executive’s 's participation, or that of any of her eligible dependents, in any of the Company's employee benefit plans following termination of her employment, shall provide the Executive a single lump sum payment in the amount of Twelve Thousand Five Hundred Dollars ($12,500). Base Salary (to which the Executive is entitled hereunder shall be payable in accordance with the first sentence of this paragraph), upon execution of a full release of claims in favor normal payroll practices of the Company and will begin at the Company's next regular payroll period following the date of termination. Furthermore, all outstanding stock options, restricted stock, restricted stock units and any other unvested equity incentives shall vest and/or remain exercisable for their stated terms solely in accordance with the terms of the stock option agreements or restricted stock agreements The lump sum payment to which the Company and the Executive are parties on the Date of Termination. In addition, all amounts contributed by the Company to the CAP for the benefit of the Executive is entitled hereunder shall vest and thereafter be paid out in accordance with at the terms Company's next regular payday following the date of the CAP as in effect on the Date of Terminationtermination.

By the Executive for Good Reason. 1The Executive may terminate his employment hereunder for Good Reason, upon notice to the Company setting forth in reasonable detail the nature of such Good Reason. The Executive’s employment may be terminated following shall constitute Good Reason for termination by the Executive: (i) Failure of the Company to continue the Executive by written notice in the position of his resignation delivered within sixty Chief Executive Officer; or (60ii) days after Material and substantial diminution in the occurrence nature or scope of the Executive's responsibilities, duties or authority; however, the Company's failure to continue the Executive's appointment or election as a director or officer of any of its Affiliates and any diminution of the following eventsbusiness of the Company or any of its Affiliates, each including without limitation the sale or transfer of which any or all of the assets of the Company or any of its Affiliates, shall not constitute “"Good Reason” for resignation:"; or a. a (iii) Material reduction in the Executive’s Base Salary (unless such reduction is part or benefits due in accordance with the terms of an across this Agreement. In the board reduction affecting all Company executives event of termination in accordance with a comparable title); b. a requirement by this Section 5.e, the Company to relocate shall either (i) pay the Executive to the benefits payable under an executive severance plan, if such a location that plan is greater than twenty-five (25) miles from in place on the location date of the office in which termination and if the Executive performs his duties hereunder at is eligible for such benefits under such a plan or, if the time of such relocation; c. in connection with a Change in Control, a failure by the successor person or entity, or the Board, either to honor this Agreement or to present the Executive with an employment agreement containing provisions satisfactory value to the Executive and which is executed by the Executive; or d. a reduction in the Executive’s title, or a material and adverse change in Executive’s status and responsibilities, or the assignment to Executive of duties or responsibilities which are materially inconsistent with Executive’s status and responsibilities. 2. The Executive shall give the Company written notice of his intention to resign for Good Reason (stating the reason therefor) and the Company shall have sixty (60) days thereafter to rescind the events as stated in subparagraphs (a)greater, (b), (cii) or (d), in which event continue to pay the Executive no longer shall have his Base Salary, at the right to resign for Good Reason. If rate in effect on the Executive resigns for Good Reason as defined in this Section (F)date of termination, until the Executive shall be entitled to receive: a. all Base Salary and benefits due to the Executive under this Agreement through the Date conclusion of Termination and a pro-rata portion of any Bonus Plan or other compensation to which he is otherwise entitled as of the Date of Termination, which Bonus Plan amount will be determined after the end of the fiscal year for which the Bonus Plan was in place; b. an amount equal to Executive’s Base Salary for a total period of eighteen (18) months following the Date date of Terminationtermination. In addition, the Company shall pay to the Executive in one lump sum an amount equal to 150% of the higher of (x) the Executive's target incentive bonus under the Executive Incentive Plan for the year in which the Executive's employment is terminated or (y) the actual incentive bonus paid to the Executive, if any, under the Executive Incentive Plan for the last full fiscal year preceding the year in which the Executive's employment is terminated; and c. group medical benefits for and shall also, until the conclusion of a period of eighteen (18) months after the Date of Termination. 3. The amount in clause 2(b) above shall be paid to the Executive periodically at the regular payroll dates commencing as of the Date of Termination and for the remaining term of the non-compete covenant in Section IX hereof; provided, that in the event the receipt of amounts payable pursuant to this Section (F) within six (6) months of the Date of Termination would cause the Executive to incur any penalty under Section 409A of the IRC, then payment of such amounts shall be delayed until following the date that is six (6) months following of termination, pay the Date of Termination. The Executive may elect to receive an enhanced severance amount consisting of six (6) additional months full premium cost of the Executive’s Base Salary (payable 's participation in accordance the Company's group medical and dental insurance plans, provided that the Executive is entitled to continue such participation under applicable law and plan terms. The Company will also provide the Executive with an outplacement assistance benefit in the first sentence of this paragraph), upon execution form of a full release lump-sum payment of claims $15,000 plus an additional lump-sum payment in favor of the Company. Furthermorean amount sufficient, after giving effect to all outstanding stock optionsfederal, restricted stockstate and other taxes with respect to such additional payment, restricted stock units and any other unvested equity incentives shall vest and/or remain exercisable to make Executive whole for their stated terms solely in accordance with the terms of the stock option agreements or restricted stock agreements to which the Company and the Executive are parties all taxes (including withholding taxes) on the Date of Terminationsuch outplacement assistance benefit. In addition, all amounts contributed by at the Company to the CAP for the benefit sole discretion of the Executive shall vest and thereafter be paid out in accordance with the terms Compensation Committee of the CAP as in effect on the Date of TerminationBoard, any unvested options to purchase Company stock may be accelerated.

By the Executive for Good Reason. 1. The Executive’s employment may be terminated by the Executive by written notice of his her resignation delivered within sixty (60) days after the occurrence of any of the following events, each of which shall constitute “Good Reason” for resignation: a. a material reduction in the Executive’s Base Salary (unless such reduction is part of an across the board reduction affecting all Company executives with a comparable title); b. a requirement by the Company to relocate the Executive to a location that is greater than twenty-five (25) miles from the location of the office in which the Executive performs his her duties hereunder at the time of such relocation; c. in connection with a Change in Control, a failure by the successor person or entity, or the Board, either to honor this Agreement or to present the Executive with an employment agreement containing provisions substantially similar to this Agreement or otherwise satisfactory to the Executive and which is executed by the Executive; or d. a material reduction in the Executive’s title, or a material and adverse change in Executive’s status and responsibilities, or the assignment to Executive of duties or responsibilities which are materially inconsistent with Executive’s status and responsibilities. 2. The Executive shall give the Company written notice of his her intention to resign for Good Reason (stating the reason therefor) and the Company shall have within sixty (60) days thereafter to rescind after the occurrence of one of the events as stated in subparagraphs (a), (b), (c) or (d) above (the “Good Reason Events”) and the Company shall have sixty (60) days (the “Cure Period”) thereafter to rescind the Good Reason Event(s), in which event the Executive no longer shall have the right to resign for Good Reason. If the Company fails to rescind the Good Reason Event(s) before the expiration of the Cure Period, then the Executive may resign for Good Reason and receive the benefits described below so long as the resignation for Good Reason occurs within thirty (30) days following the expiration of the Cure Period, otherwise the right to resign on the basis of that Good Reason Event(s) shall be deemed to have been waived. If the Executive resigns for Good Reason as defined in this Section (F), the Executive shall be entitled to receive: a. all Base Salary and benefits due to the Executive under this Agreement through the Date of Termination (payable within thirty (30) days of the Date of Termination, with the date of such payment determined by the Company in its sole discretion) and a pro-rata portion of any Bonus Plan or other compensation to which he she is otherwise entitled as of the Date of Termination, which Bonus Plan amount will be determined after the end of the fiscal year for which the Bonus Plan was in placeplace and paid in accordance with the terms of such Bonus Plan; b. an amount equal to Executive’s Base Salary for a total of eighteen (18) months following the Date of Termination; and c. group medical benefits for eighteen (18) months after the Date of Termination. The costs of the Company’s portion of any premiums due under this clause (c) shall be included in the Executive’s gross income to the extent the provision of such benefits is deemed to be discriminatory under Section 105(h) of the Internal Revenue Code of 1986, as amended (the “Code”). 3. The amount in clause 2(b) above shall be paid to the Executive periodically at the regular payroll dates commencing as of the Date of Termination and for the remaining term of the non-compete covenant in Section IX hereof; provided. In addition, that in the event the receipt of amounts payable pursuant to this Section (F) within six (6) months of the Date of Termination would cause the Executive to incur any penalty under Section 409A of the IRC, then payment of such amounts shall be delayed until the date that is six (6) months following the Date of Termination. The Executive may elect to will receive an enhanced severance amount consisting of six (6) additional months of the Executive’s Base Salary (payable in accordance with the first sentence of this paragraph), periodically at regular payroll intervals) upon her execution of a full release of claims in favor of the Company. Furthermore, all outstanding stock options, restricted stock, restricted stock units and any other unvested equity incentives shall vest and/or remain exercisable for their stated terms solely in accordance with the terms of the stock option agreements or restricted stock agreements to which the Company and the Executive are parties on the Date of Termination. In addition, all amounts contributed by the Company to the CAP for the benefit of the Executive shall vest and thereafter be paid out in accordance with the terms of the CAP as in effect on the Date of Termination.

By the Executive for Good Reason. 1. The Executive’s employment may be terminated by the Executive by written notice of his her resignation delivered within sixty (60) days after the occurrence of any of the following events, each of which shall constitute “Good Reason” for resignation: a. a reduction in the Executive’s Base Salary (unless such reduction is part of an across the board reduction affecting all Company executives with a comparable title); b. a requirement by the Company to relocate the Executive to a location that is greater than twenty-five (25) miles from the location of the office in which the Executive performs his her duties hereunder at the time of such relocation; c. in connection with a Change in Control, a failure by the successor person or entity, or the Board, either to honor this Agreement or to present the Executive with an employment agreement containing provisions satisfactory to the Executive and which is executed by the Executive; or d. a reduction in the Executive’s 's title, or a material and adverse change in Executive’s 's status and responsibilities, or the assignment to Executive of duties or responsibilities which are materially inconsistent with Executive’s 's status and responsibilities. 2. The Executive shall give the Company written notice of his her intention to resign for Good Reason (stating the reason therefortherefore) and the Company shall have sixty (60) days thereafter to rescind the events as stated in subparagraphs (a), (b), (c) or (d), in which event the Executive no longer shall have the right to resign for Good Reason. If the Executive resigns for Good Reason as defined in this Section (F), the Executive shall be entitled to receive: a. all Base Salary and benefits due to the Executive under this Agreement through the Date of Termination and a pro-rata portion of any Bonus Plan or other compensation to which he she is otherwise entitled as of the Date of Termination, which Bonus Plan amount will be determined after the end of the fiscal year for which the Bonus Plan was in place; b. an amount equal to Executive’s Base Salary for a total of eighteen (18) months following the Date of Termination; and c. group medical benefits for eighteen (18) months after the Date of Termination. 3. The amount in clause 2(b) above shall be paid to the Executive periodically at the regular payroll dates commencing as of the Date of Termination and for the remaining term of the non-compete covenant in Section IX hereof; provided, that in the event the receipt of amounts payable pursuant to this Section (F) within six (6) months of the Date of Termination would cause the Executive to incur any penalty under Section 409A of the IRC, then payment of such amounts shall be delayed until the date that is six (6) months following the Date of Termination. The Executive may elect to receive an enhanced severance amount consisting of six (6) additional months of the Executive’s Base Salary (payable in accordance with the first sentence of this paragraph), upon execution of a full release of claims in favor of the Company. Furthermore, all outstanding stock options, restricted stock, restricted stock units and any other unvested equity incentives shall vest and/or remain exercisable for their stated terms solely in accordance with the terms of the stock option agreements or restricted stock agreements to which the Company and the Executive are parties on the Date of Termination. In addition, all amounts contributed by the Company to the CAP for the benefit of the Executive shall vest and thereafter be paid out in accordance with the terms of the CAP as in effect on the Date of Termination.

By the Executive for Good Reason. 1The Executive may terminate his employment hereunder for Good Reason, upon notice to the Company setting forth in reasonable detail the nature of such Good Reason. The Executive’s employment may be terminated following shall constitute Good Reason for termination by the Executive by written notice of his resignation delivered within sixty (60) days after the occurrence of any of the following events, each of which shall constitute “Good Reason” for resignationExecutive: a. a reduction in the Executive’s Base Salary (unless such reduction is part i) Failure of an across the board reduction affecting all Company executives with a comparable title); b. a requirement by the Company to relocate continue the Executive in the positions of General Counsel, Senior Vice President and Secretary to a location that is greater than twenty-five the Board; (25ii) miles Material diminution or other material adverse change in the nature or scope of the Executive's responsibilities, duties or authority which remains uncured, continues or recurs after ten (10) business days' notice from the location of Executive setting forth in reasonable detail the office in which the Executive performs his duties hereunder at the time nature of such relocation; c. in connection with a Change in Control, a failure by the successor person diminution or entity, or the Board, either to honor this Agreement or to present the Executive with an employment agreement containing provisions satisfactory to the Executive and which is executed by the Executivechange; or d. a reduction in the Executive’s title, or a material and adverse change in Executive’s status and responsibilities, or the assignment to Executive (iii) Material failure of duties or responsibilities which are materially inconsistent with Executive’s status and responsibilities. 2. The Executive shall give the Company written notice of his intention to resign for Good Reason (stating the reason therefor) and the Company shall have sixty (60) days thereafter to rescind the events as stated in subparagraphs (a), (b), (c) or (d), in which event provide the Executive no longer shall have the right to resign for Good Reason. If the Executive resigns for Good Reason as defined in this Section (F), the Executive shall be entitled to receive: a. all Base Salary and benefits due to the Executive under this Agreement through the Date of Termination and a pro-rata portion of any Bonus Plan or other compensation to which he is otherwise entitled as of the Date of Termination, which Bonus Plan amount will be determined after the end of the fiscal year for which the Bonus Plan was in place; b. an amount equal to Executive’s Base Salary for a total of eighteen (18) months following the Date of Termination; and c. group medical and benefits for eighteen (18) months after the Date of Termination. 3. The amount in clause 2(b) above shall be paid to the Executive periodically at the regular payroll dates commencing as of the Date of Termination and for the remaining term of the non-compete covenant in Section IX hereof; provided, that in the event the receipt of amounts payable pursuant to this Section (F) within six (6) months of the Date of Termination would cause the Executive to incur any penalty under Section 409A of the IRC, then payment of such amounts shall be delayed until the date that is six (6) months following the Date of Termination. The Executive may elect to receive an enhanced severance amount consisting of six (6) additional months of the Executive’s Base Salary (payable in accordance with the first sentence of this paragraph), upon execution of a full release of claims in favor of the Company. Furthermore, all outstanding stock options, restricted stock, restricted stock units and any other unvested equity incentives shall vest and/or remain exercisable for their stated terms solely in accordance with the terms of Section 4 hereof, other than any inadvertent failure which is cured within ten (10) business days following notice from the stock option agreements Executive setting forth in reasonable detail the nature of such failure. In the event of termination for Good Reason in accordance with this Section 5(e), in addition to Final Compensation, the Company shall continue to pay the Executive the Base Salary for the period of twelve (12) months following the date of termination and, in lieu of continuation of the Executive's participation, or restricted stock agreements that of any of his eligible dependents, in any of the Company's employee benefit plans following termination of his employment, shall provide the Executive a single lump sum payment in the amount of Twenty-Five Thousand Dollars ($25,000). Base Salary to which the Company and the Executive are parties on the Date of Termination. In addition, all amounts contributed by the Company to the CAP for the benefit of the Executive is entitled hereunder shall vest and thereafter be paid out payable in accordance with the terms normal payroll practices of the CAP as in effect on Company and will begin at the Date Company's next regular payroll period following the date of Terminationtermination. The lump sum payment to which the Executive is entitled hereunder shall be paid at the Company's next regular payday following the date of termination.

By the Executive for Good Reason. 1. The Executive’s 's employment may be terminated by the Executive by written notice of his resignation delivered within sixty (60) days after the occurrence of any of the following events, each of which shall constitute “"Good Reason” " for resignation: a. a material reduction in the Executive’s 's Base Salary (unless such reduction is part of an across the board reduction affecting all Company executives with a comparable title); b. a requirement by the Company to relocate the Executive to a location that is greater than twenty-five (25) miles from the location of the office in which the Executive performs his duties hereunder at the time of such relocation; c. in connection with a Change in Control, a failure by the successor person or entity, or the Board, either to honor this Agreement or to present the Executive with an employment agreement containing provisions substantially similar to this Agreement or otherwise satisfactory to the Executive and which is executed by the Executive; or d. a material reduction in the Executive’s 's title, or a material and adverse change in Executive’s 's status and responsibilities, or the assignment to Executive of duties or responsibilities which are materially inconsistent with Executive’s 's status and responsibilities. 2. The Executive shall give the Company written notice of his intention to resign for Good Reason (stating the reason therefor) and the Company shall have within sixty (60) days thereafter to rescind after the occurrence of one of the events as stated in subparagraphs (a), (b), (c) or (d) above (the "Good Reason Events") and the Company shall have sixty (60) days (the "Cure Period") thereafter to rescind the Good Reason Event(s), in which event the Executive no longer shall have the right to resign for Good Reason. If the Company fails to rescind the Good Reason Event(s) before the expiration of the Cure Period, then the Executive may resign for Good Reason and receive the benefits described below so long as the resignation for Good Reason occurs within thirty (30) days following the expiration of the Cure Period, otherwise the right to resign on the basis of that Good Reason Event(s) shall be deemed to have been waived. If the Executive resigns for Good Reason as defined in this Section (FV(F), the Executive shall be entitled to receive: a. all Base Salary and benefits due to the Executive under this Agreement through the Date of Termination and a pro-rata portion of any Bonus Plan or other compensation to which he is otherwise entitled as (payable within thirty (30) days of the Date of Termination, which Bonus Plan amount will be with the date of such payment determined after by the end of the fiscal year for which the Bonus Plan was Company in placeits sole discretion); b. an amount equal to Executive’s 's Base Salary for a total of eighteen twelve (1812) months following the Date of Termination; and c. group medical benefits for eighteen twelve (1812) months after the Date of Termination. The costs of the Company's portion of any premiums due under this clause (c) shall be included in the Executive's gross income to the extent the provision of such benefits is deemed to be discriminatory under Section 105(h) of the Internal Revenue Code of 1986, as amended (the "Code"). 3. The amount amounts in clause 2(b) Section V.F.2.b above shall be paid to the Executive periodically at the regular payroll dates commencing as of the Date of Termination and for the remaining term initial twelve (12) months of the non-compete covenant in Section IX VIII hereof; provided. In addition, that in the event the receipt of amounts payable pursuant to this Section (F) within six (6) months of the Date of Termination would cause the Executive to incur any penalty under Section 409A of the IRC, then payment of such amounts shall be delayed until the date that is six (6) months following the Date of Termination. The Executive may elect to will receive an enhanced severance amount consisting of six (6) additional months of the Executive’s 's Base Salary (payable periodically at regular payroll intervals following the end of the twelve (12) month period described in accordance with Section V.F.2.b above) upon the first sentence of this paragraph), upon Executive's execution of a full release of claims in favor of the Company. Furthermore, all outstanding stock options, restricted stock, restricted stock units Such release must be executed and become effective and any other unvested equity incentives shall vest and/or remain exercisable for their stated terms solely in accordance with the terms revocation period must expire within sixty (60) days of the stock option agreements or restricted stock agreements to which the Company and the Executive are parties on the Date of Termination. In addition, all amounts contributed by the Company to the CAP Termination in order for the benefit Executive to receive the Executive's additional six (6) months of the Executive shall vest and thereafter be paid out in accordance with the terms of the CAP as in effect on the Date of Termination.enhanced severance benefits under this Section V.F.

By the Executive for Good Reason. 1. The Executive’s 's employment may be terminated by the Executive by written notice of his the Executive's resignation delivered within sixty (60) days after the occurrence of any of the following events, each of which shall constitute “"Good Reason” " for resignation: a. a material reduction in the Executive’s 's Base Salary (unless such reduction is part of an across the board reduction affecting all Company executives with a comparable titlesenior officers of the Company); b. a requirement by the Company to relocate the Executive to a location that is greater than twenty-five (25) miles from the location of the office in which the Executive performs his the Executive's duties hereunder at the time of such relocation; c. in connection with a Change in Control, a failure by the successor person or entity, or the Board, either to honor this Agreement or to present the Executive with an employment agreement containing provisions substantially similar to this Agreement or otherwise satisfactory to the Executive and which is executed by the Executive; or d. a material reduction in the Executive’s 's title, or a material and adverse change in the Executive’s 's status and responsibilities, or the assignment to the Executive of duties or responsibilities which are materially inconsistent with the Executive’s status 's title and responsibilities. 2. The Executive shall give the Company written notice of his the Executive's intention to resign for Good Reason (stating the reason therefor) within sixty (60) days after the occurrence of one of the events stated in Section VI.F.1.a, b, c or d above (the "Good Reason Events"), and the Company shall have sixty (60) days (the "Cure Period") thereafter to rescind the events as stated in subparagraphs (a), (b), (c) or (dGood Reason Event(s), in which event the Executive no longer shall have the right to resign for Good Reason. If the Company fails to rescind the Good Reason Event(s) before the expiration of the Cure Period, then the Executive may resign for Good Reason and receive the benefits described below so long as the resignation for Good Reason occurs within thirty (30) days following the expiration of the Cure Period, otherwise the right to resign on the basis of that Good Reason Event(s) shall be deemed to have been waived. If the Executive resigns for Good Reason as defined in this Section (F)Reason, the Executive shall be entitled to receive: a. all Base Salary and benefits due to the Executive under this Agreement through the Date of Termination and Termination, plus any earned, but unpaid, bonus under any applicable Bonus Plan (in each case, payable within thirty (30) days of the Date of Termination, with the date of such payment determined by the Company in its sole discretion), plus a pro-rata portion of any Bonus Plan or other compensation to annual bonus for the year in which he is otherwise entitled as of the Date of TerminationTermination occurs, based on actual Company performance, which Bonus Plan pro rata annual bonus amount will be determined after the end of the fiscal year for which the Bonus Plan was in placeplace and paid in accordance with the terms of such Bonus Plan; b. an amount equal to Executive’s 's Base Salary for a total of eighteen twenty-four (1824) months following the Date of Termination; and c. group medical benefits for eighteen (18) months after the Date of Termination. 3. The amount in clause 2(b) above , which shall be paid to the Executive periodically at the regular payroll dates commencing as of the Date of Termination Termination; and c. a lump sum amount, payable by the Company concurrent with the payment provided for in Section VI.F.2.a hereunder, equal to the Company's estimated obligation (as determined by the Company in the reasonable exercise of its discretion) for its share of the cost of premiums, and related administrative fees, for group health (medical, dental and vision) continuation coverage for the remaining term Executive and the Executive's eligible dependents, for substantially the same level of the non-compete covenant benefits as in Section IX hereof; provided, that in the event the receipt of amounts payable pursuant effect immediately prior to this Section (F) within six (6) months of the Date of Termination and for a period equal to twenty-four (24) months. Notwithstanding the foregoing, if the Company's payment pursuant to the foregoing sentence would cause violate the Executive nondiscrimination rules applicable to incur any penalty non-grandfathered plans, or result in the imposition of penalties, under Section 409A PPACA and related regulations and guidance promulgated thereunder, the parties agree to reform such sentence in such manner as is necessary to comply with PPACA. 3. The vesting and exercisability (if applicable) of the IRC, then payment of such amounts all Equity Incentives shall be delayed until the date that is six (6) months following the Date of Termination. The Executive may elect to receive an enhanced severance amount consisting of six (6) additional months of the Executive’s Base Salary (payable in accordance with the first sentence of this paragraph), upon execution of a full release of claims in favor of the Company. Furthermore, all outstanding stock options, restricted stock, restricted stock units and any other unvested equity incentives shall vest and/or remain exercisable for their stated terms solely in accordance with governed by the terms of the stock option agreements or restricted stock applicable award agreements to which the Company and the Executive are parties on the Date of Termination. 4. In addition, all All amounts contributed by the Company to the CAP for the benefit of the Executive shall vest on the Date of Termination and thereafter be paid out in accordance with the terms of the CAP as in effect on the Date of Termination.