Common use of For Good Reason Clause in Contracts

For Good Reason. (i) Notwithstanding anything to the contrary in Paragraph 1 hereof, the Term of Employment may be terminated by Employee upon notice to the Company for "Good Reason." For purposes of this Agreement, "Good Reason" includes the occurrence of any of the following circumstances, without Employee's express consent: (i) a material adverse change or material diminution in Employee's position, duties, reporting relationships or responsibilities (as reasonably determined by Employee in his good faith discretion); (ii) a change in the required location of the performance of Employee's duties; (iii) a reduction in either Employee's annual rate of Base Salary or level of participation in any non-discretionary bonus plan for which he is eligible under Paragraph 2(c); (iv) an elimination or reduction of Employee's participation in any benefit plan generally available to executive employees of the Company, unless the Company continues to offer Employee benefits substantially similar to those made available by such plan; or (v) a breach of this Agreement by the Company which is not cured within sixty (60) days of written notice to the Company. Employee's continued employment will not constitute consent to, or a waiver of rights with respect to, any circumstance constituting Good Reason; provided, however, that Employee will be deemed to have waived his rights pursuant to the circumstances constituting Good Reason set forth in clauses (i) through (v) of the preceding sentence if he has not provided to the Company a notice of termination (described below) within ninety (90) days following his knowledge of the circumstances constituting Good Reason. (ii) Upon such termination for Good Reason, Employee shall be entitled to receive the Severance Payments as described in Paragraph 6 of this Agreement. In the event the Company cannot, pursuant to any of its benefits plans, pay any Benefits under such plan, Employee shall be entitled to a lump sum payment equal to the after-tax value of such benefits. The parties shall have no further obligation under this Agreement except that Employee shall not be relieved of Employee's obligations under Paragraph 8. (iii) Any termination of Employee's employment by Employee must be communicated by written notice of termination to the Company in accordance with Paragraph 20 which notice must set forth in reasonable detail the facts and circumstances claimed to provide a basis for termination of Employee's employment under this Paragraph 7.

For Good Reason. (i) Notwithstanding anything At the option of Employee, at any time prior to the contrary in Paragraph 1 hereofExpiration Date, the Term of Employment may be terminated by Employee upon notice to the Company for "Good Reason." For purposes of this Agreement, "Good Reason" includes the occurrence of any of the following circumstancesreasons (each a "Good Reason"), without Employee's express consentwhereupon Employer shall become obligated to make those payments set forth in Section 7.1(d) hereof: (i) there is a material adverse change or material diminution in Employee's position, duties, reporting relationships title from that which he held on the Change in Control Date (provided that the removal of or responsibilities (failure to elect Employee as reasonably determined by Employee in his good faith discretiona director of the Company shall not constitute "Good Reason"); (ii) a change in the required location of the performance of Employee's dutiesduties as an employee are materially reduced or diminished from those in effect on the Change in Control Date without Employee's written consent; (iii) a reduction in either Employer reduces Employee's annual rate of Base Salary or level of participation compensation after the Change in any non-discretionary bonus plan for which he is eligible under Paragraph 2(c)Control Date; (iv) an elimination Employer amends or reduction of modifies the Program or benefits as in effect on the Change in Control Date in any manner materially adverse to Employee's participation in any benefit plan generally available to executive employees of the Company, unless the Company continues to offer Employee benefits substantially similar to those made available by such planinterest thereunder; or (v) a breach of this Agreement by the Company which is not cured within sixty (60) days of written notice to the Company. Employer requires that Employee's continued employment will not constitute consent tobe based more than 60 miles from the location of Employer's executive offices on the Change in Control Date, or a waiver of rights with respect to, any circumstance constituting Good Reason; provided, however, that Employee will be deemed to have waived his rights pursuant to the circumstances constituting Good Reason set forth in clauses without Employee's written consent. (id) through (vSection 7.1(a) of the preceding sentence if he has not provided Employment Agreement is restated in its entirety to the Company a notice of termination (described below) within ninety (90) days following his knowledge of the circumstances constituting Good Reason.read as follows: (iia) Upon such termination If Employer terminates Employee's employment for Cause or if Employee voluntarily terminates his employment other than for Good Reason, Employer's obligation to compensate Employee shall be entitled to receive in all respects cease as of the Severance Payments as described in Paragraph 6 Date of this Agreement. In the event the Company cannotTermination, pursuant to any of its benefits plans, pay any Benefits under such plan, Employee shall be entitled to a lump sum payment equal to the after-tax value of such benefits. The parties shall have no further obligation under this Agreement except that Employer shall pay Employee shall not be relieved the Base Salary accrued under Section 3 hereof and the reimbursable expenses incurred under Section 5 hereof up to such Date of Employee's obligations under Paragraph 8.Termination (the "Accrued Obligations"); (iiie) Any termination Section 7.1(d) of Employee's employment by Employee must be communicated by written notice of termination the Employment Agreement is restated in its entirety to the Company in accordance with Paragraph 20 which notice must set forth in reasonable detail the facts and circumstances claimed to provide a basis for termination of Employee's employment under this Paragraph 7.read as follows:

For Good Reason. (i) Notwithstanding anything to the contrary in Paragraph 1 hereof, the Term of Employment may be terminated by Employee’s employment with Unitek shall terminate upon Employee upon giving written notice to Unitek of the Company termination of such employment for "Good Reason (so long as such notice is given within thirty (30) days of the occurrence of such Good Reason or, if later, within thirty (30) days after Executive in the exercise of ordinary care shall first become aware of the occurrence of such Good Reason." For purposes of this Agreement); provided, "Good Reason" includes that Executive’s continued employment after the occurrence of any of the following circumstances, without Employee's express consent: (i) a material adverse change or material diminution in Employee's position, duties, reporting relationships or responsibilities (as reasonably determined by Employee in his good faith discretion); (ii) a change in the required location of the performance of Employee's duties; (iii) a reduction in either Employee's annual rate of Base Salary or level of participation in any non-discretionary bonus plan for which he is eligible under Paragraph 2(c); (iv) an elimination or reduction of Employee's participation in any benefit plan generally available Good Reason to executive employees of the Company, unless the Company continues to offer Employee benefits substantially similar to those made available by such plan; or (v) a breach of this Agreement by the Company which is not cured within sixty (60) days of written proper notice to the Company. Employee's continued employment will date shall not constitute consent to, or a waiver of rights with respect to, any circumstance constituting such occurrence of Good Reason; and provided, further, however, that Employee will be deemed to have waived his rights pursuant to in the circumstances constituting Good Reason set forth in clauses (i) through (v) event of the preceding sentence if he has not provided to the Company a notice of termination (described below) within ninety (90) days following his knowledge of the circumstances constituting Good Reason. (ii) Upon such termination for Good Reason, (A) Unitek shall pay to Employee as soon as practicable (allowing Unitek a reasonable period of time to calculate such amounts) any and all of Employee’s salary, benefits and other compensation earned through the date of such termination of employment and (B) Unitek shall, subject to Employee’s execution and delivery of the Release, which Release shall be entitled not have been revoked by Employee pursuant to receive the terms thereof (and all applicable statutory revocation periods have expired), and subject to Employee’s continued compliance with Section 8 and Section 9, (x) pay to Employee an amount equal to his Base Salary (at the rate then in effect) for the Severance Payments as described in Paragraph 6 of this Agreement. In the event the Company cannotPeriod, pursuant payable to any of its benefits plans, pay any Benefits under such plan, Employee shall be entitled to a lump sum payment equal to the after-tax value of such benefits. The parties shall have no further obligation under this Agreement except that Employee shall not be relieved of Employee's obligations under Paragraph 8. (iii) Any termination of Employee's employment by Employee must be communicated by written notice of termination to the Company in accordance with Paragraph 20 which notice must set forth in reasonable detail the facts Unitek’s then current payroll practices and circumstances claimed to provide a basis for (y) assess, reasonably promptly following such termination of employment and as of the date of such termination, the operational and financial milestones established for the Bonus for the calendar year in which Employee is so terminated; and to the extent such operational and financial milestones are being achieved at the time of such termination, Unitek shall pay Employee the applicable pro-rata portion of such Bonus in accordance with Unitek’s then current bonus payment practices. In addition, 100% of all of Employee's ’s unvested Awarded Securities shall accelerate, vest and pay as of the date of Employee’s termination of employment under this Paragraph 7for Good Reason.

For Good Reason. (i) Notwithstanding anything to the contrary in Paragraph 1 hereof, the Term of Employment may be terminated by Employee upon notice to the Company for "Good Reason." For purposes of this Agreement, "“Good Reason" includes the occurrence of any of the following circumstances, without Employee's express consent: ” shall mean (i) for any Executive who has an employment agreement with the Company or one of its Affiliates, the definition of “Good Reason” in such agreement if so defined, or (ii) for any Executive not described in (i), (a) a material adverse change reduction by the Company in such Executive’s annual base salary or target incentive compensation opportunity, (b) a material reduction in the aggregate level of employee benefits made available to the Executive when compared to the benefits made available to the Executive at any time during the Executive’s employment, unless the reduction is applicable to senior executives of the Company generally, (c) a material diminution in Employee's position, duties, reporting relationships the Executive’s duties or responsibilities (other than as reasonably determined by Employee in his good faith discretion); (ii) a change in the required location result of the performance of Employee's duties; (iii) Executive’s physical or mental incapacity which impairs his ability to materially perform his duties or responsibilities as confirmed by a reduction in either Employee's annual rate of Base Salary or level of participation in any non-discretionary bonus plan for which he is eligible under Paragraph 2(c); (iv) an elimination or reduction of Employee's participation in any benefit plan generally available to executive employees of the Company, unless the Company continues to offer Employee benefits substantially similar to those made available by such plan; or (v) a breach of this Agreement by the Company which is not cured within sixty (60) days of written notice doctor reasonably acceptable to the Company. Employee's continued employment will not constitute consent to, Executive or a waiver of rights with respect to, any circumstance constituting Good Reasonhis representative and such diminution lasts only for so long as such doctor determines such incapacity impairs the Executive’s ability to materially perform his duties or responsibilities) as an Executive; provided, however, that Employee will in no event shall there be deemed to have waived his rights pursuant be Good Reason with respect to the circumstances constituting Good Reason set forth in clauses Executive on account of a lateral change to the Executive’s duties that does not affect the Executive’s reporting relationships, (id) through (v) the Company or one of its Affiliates requiring the Executive’s principal location of employment to be at any office or location more than 35 miles from the principal headquarters of the preceding sentence if he has not provided Company to which the Executive currently reports (other than to the extent agreed to or requested by the Executive), or (e) failure of the Company a notice or one of termination (described below) its Affiliates to comply with this Agreement, in each case which is not cured within ninety (90) 30 days following his knowledge the Company’s or one of its Affiliates’, as applicable, receipt of written notice from such the circumstances Executive describing the event constituting Good Reason. (ii) Upon such termination for ; provided that any event that would otherwise constitute “Good Reason” hereunder shall cease to constitute “Good Reason” on the 30th day following the later of (x) the occurrence thereof and (y) such the Executive’s knowledge thereof, Employee shall be entitled to receive unless such the Severance Payments as described in Paragraph 6 of this Agreement. In the event Executive has given the Company cannot, pursuant to any or one of its benefits plansAffiliates, pay any Benefits under such planas applicable, Employee shall be entitled to a lump sum payment equal to the after-tax value of such benefits. The parties shall have no further obligation under this Agreement except that Employee shall not be relieved of Employee's obligations under Paragraph 8. (iii) Any termination of Employee's employment by Employee must be communicated by written notice of termination thereof prior to the Company in accordance with Paragraph 20 which notice must set forth in reasonable detail the facts and circumstances claimed to provide a basis for termination of Employee's employment under this Paragraph 7such date.

For Good Reason. (i) Notwithstanding anything to By the contrary in Paragraph 1 hereof, the Term of Employment may be terminated by Employee upon notice to the Company Executive for "Good Reason as set forth herein. “Good Reason." For ” for purposes of this Agreement, "Good Reason" includes Agreement shall mean the occurrence of any of the following circumstances, events without Employee's express the Executive’s consent: (i) a any material adverse change or material diminution reduction in Employee's position, duties, reporting relationships or responsibilities (as reasonably determined by Employee in his good faith discretion)the Executive’s then current Base Salary; (ii) the assignment to the Executive of any duties inconsistent with her status as Chief Financial Officer of the Company, her removal from the position of Chief Financial Officer of the Company, or a change material diminution in the required location of the performance of Employee's Executive’s duties, title, or reporting relationship; (iii) the relocation of the Executive’s work location to a reduction in either Employee's annual rate location that is more than thirty (30) miles from the Executive’s then-current principal work location, provided, however, that travel during the ordinary course of Base Salary or level performance of participation in any non-discretionary bonus plan for which he is eligible under Paragraph 2(c)the Executive’s duties will not constitute Good Reason; and/or (iv) an elimination or reduction of Employee's participation in any benefit plan generally available to executive employees of the Company, unless the Company continues ceasing to offer Employee provide, in the aggregate, substantially the same employee benefits substantially similar to those made available by such plan; or (vthat are set forth in Section 5(a) a breach of this Agreement or a material breach by the Company which is not cured of any other provision of this Agreement; provided that, in each case, (A) within sixty (60) days of the first occurrence of such event, the Executive must give written notice to the Company. Employee's continued employment will not Board stating in reasonable detail the actions or omissions purported to constitute consent to, or a waiver of rights with respect to, any circumstance constituting Good Reason; provided, however(B) such event is not corrected within thirty (30) days after receiving the Executive’s written notice (the “Cure Period”), that Employee will be deemed to have waived his rights pursuant to and (C) the circumstances constituting Good Reason set forth in clauses Executive terminates the Executive’s employment within thirty (i) through (v) of the preceding sentence if he has not provided to the Company a notice of termination (described below) within ninety (9030) days following his knowledge the end of the circumstances constituting Good Reason. (ii) Upon such termination for Good Reason, Employee shall be entitled to receive the Severance Payments as described in Paragraph 6 of this AgreementCure Period. In the event of the termination by the Executive for Good Reason pursuant to this Section 8(e), the Company cannot, pursuant to any of its benefits plans, shall pay any Benefits under such plan, Employee shall be entitled to a lump sum payment equal to the after-tax value Executive all Accrued Benefits through the date of such benefits. The parties shall have no further obligation under this Agreement except that Employee shall not be relieved of Employee's obligations under Paragraph 8termination, and Severance Benefits. (iii) Any termination of Employee's employment by Employee must be communicated by written notice of termination to the Company in accordance with Paragraph 20 which notice must set forth in reasonable detail the facts and circumstances claimed to provide a basis for termination of Employee's employment under this Paragraph 7.

For Good Reason. (i) Notwithstanding anything to By the contrary in Paragraph 1 hereof, the Term of Employment may be terminated by Employee upon notice to the Company Executive for "Good Reason as set forth herein. “Good Reason." For ” for purposes of this Agreement, "Good Reason" includes Agreement shall mean the occurrence of any of the following circumstances, events without Employee's express the Executive’s consent: (i) a any material adverse change or material diminution reduction in Employee's position, duties, reporting relationships or responsibilities (as reasonably determined by Employee in his good faith discretion)the Executive’s then current Base Salary; (ii) the assignment to the Executive of any duties inconsistent with his status as Chief Executive Officer of the Company, his removal from the position of Chief Executive Officer of the Company, or a change material diminution in the required location of the performance of Employee's Executive’s duties, title, or reporting relationship; (iii) the relocation of the Executive’s work location to a reduction in either Employee's annual rate location that is more than thirty (30) miles from the Executive’s then-current principal work location, provided, however, that travel during the ordinary course of Base Salary or level performance of participation in any non-discretionary bonus plan for which he is eligible under Paragraph 2(c)the Executive’s duties will not constitute Good Reason; and/or (iv) an elimination or reduction of Employee's participation in any benefit plan generally available to executive employees of the Company, unless the Company continues ceasing to offer Employee provide, in the aggregate, substantially the same employee benefits substantially similar to those made available by such plan; or (vthat are set forth in Section 5(a) a breach of this Agreement or a material breach by the Company which is not cured of any other provision of this Agreement; provided that, in each case, (A) within sixty (60) days of the first occurrence of such event, the Executive must give written notice to the Company. Employee's continued employment will not Board stating in reasonable detail the actions or omissions purported to constitute consent to, or a waiver of rights with respect to, any circumstance constituting Good Reason; provided, however(B) such event is not corrected within thirty (30) days after receiving the Executive’s written notice (the “Cure Period”), that Employee will be deemed to have waived his rights pursuant to and (C) the circumstances constituting Good Reason set forth in clauses Executive terminates the Executive’s employment within thirty (i) through (v) of the preceding sentence if he has not provided to the Company a notice of termination (described below) within ninety (9030) days following his knowledge the end of the circumstances constituting Good Reason. (ii) Upon such termination for Good Reason, Employee shall be entitled to receive the Severance Payments as described in Paragraph 6 of this AgreementCure Period. In the event of the termination by the Executive for Good Reason pursuant to this Section 8(e), the Company cannot, pursuant to any of its benefits plans, shall pay any Benefits under such plan, Employee shall be entitled to a lump sum payment equal to the after-tax value Executive all Accrued Benefits through the date of such benefits. The parties shall have no further obligation under this Agreement except that Employee shall not be relieved of Employee's obligations under Paragraph 8termination, and Severance Benefits. (iii) Any termination of Employee's employment by Employee must be communicated by written notice of termination to the Company in accordance with Paragraph 20 which notice must set forth in reasonable detail the facts and circumstances claimed to provide a basis for termination of Employee's employment under this Paragraph 7.

For Good Reason. (i) Notwithstanding anything to the contrary in Paragraph 1 hereof, the Term of Employment may be terminated by Employee’s employment with Unitek shall terminate upon Employee upon giving written notice to Unitek of the Company termination of such employment for "Good Reason." For purposes Reason (so long as such notice is given within thirty (30) days of this Agreement, "Good Reason" includes the occurrence of any of the following circumstances, without Employee's express consent: (i) a material adverse change or material diminution in Employee's position, duties, reporting relationships or responsibilities (as reasonably determined by Employee in his good faith discretion); (ii) a change in the required location of the performance of Employee's duties; (iii) a reduction in either Employee's annual rate of Base Salary or level of participation in any non-discretionary bonus plan for which he is eligible under Paragraph 2(c); (iv) an elimination or reduction of Employee's participation in any benefit plan generally available to executive employees of the Company, unless the Company continues to offer Employee benefits substantially similar to those made available by such plan; or (v) a breach of this Agreement by the Company which is not cured within sixty (60) days of written notice to the Company. Employee's continued employment will not constitute consent to, or a waiver of rights with respect to, any circumstance constituting Good Reason); provided, however, that Employee will be deemed to have waived his rights pursuant to in the circumstances constituting Good Reason set forth in clauses (i) through (v) event of the preceding sentence if he has not provided to the Company a notice of termination (described below) within ninety (90) days following his knowledge of the circumstances constituting Good Reason. (ii) Upon such termination for Good Reason, (A) Unitek shall pay to Employee as soon as practicable (allowing Unitek a reasonable period of time to calculate such amounts) any and all of Employee’s salary, benefits and other compensation earned through the date of such termination of employment and (B) Unitek shall, subject to Employee’s execution and delivery of the Release, which Release shall be entitled to receive the Severance Payments as described in Paragraph 6 of this Agreement. In the event the Company cannot, not have been revoked by Employee pursuant to any of its benefits plansthe terms thereof (and all applicable statutory revocation periods have expired), and subject to Employee’s continued compliance with Section 8 and Section 9, (x) pay any Benefits under such plan, to Employee shall be entitled to a lump sum payment an amount equal to his Base Salary (at the afterrate then in effect) for no less than a period of twenty-tax value four (24) months after the date of such benefits. The parties shall have no further obligation under this Agreement except that Employee shall not be relieved of Employee's obligations under Paragraph 8. (iii) Any termination of Employee's employment by employment, payable to Employee must be communicated by written notice of termination to the Company in accordance with Paragraph 20 which notice must set forth in reasonable detail the facts Unitek’s then current payroll practices and circumstances claimed to provide a basis for (y) assess, reasonably promptly following such termination of Employee's employment under this Paragraph 7and as of the date of such termination, the operational and financial milestones established for the Bonus for the calendar year in which Employee is so terminated; and to the extent such operational and financial milestones are being achieved at the time of such termination, Unitek shall pay Employee the applicable pro-rata portion of such Bonus in equal increments over no less than a twelve (12) month period after the date of such termination of employment, payable to Employee in accordance with Unitek’s then current payroll practices.

For Good Reason. (i) Notwithstanding anything to the contrary in Paragraph 1 hereof, the Term of Employment may be terminated by Employee upon notice to the Company for "Good Reason." For purposes of this Agreement, "Good Reason" includes the occurrence of any of the following circumstances, without Employee's express consent: (i) any termination (including, without limitation, a termination occasioned by non-renewal of the Term of Employment), other than for Cause, occurring within one (1) year following a Change in Control (as defined below); (ii) a material adverse change or material diminution in Employee's position, duties, reporting relationships or responsibilities (as reasonably determined by Employee in his good faith discretion); (iiiii) a change in the required location of the performance of Employee's duties; (iiiiv) a reduction in either Employee's annual rate of Base Salary or level of participation in any non-discretionary bonus plan for which he is eligible under Paragraph 2(c); (ivv) an elimination or reduction of Employee's participation in any benefit plan generally available to executive employees of the Company, unless the Company continues to offer Employee benefits substantially similar to those made available by such plan; or (vvi) a breach of this Agreement by the Company which is not cured within sixty (60) days of written notice to the Company. Employee's continued employment will not constitute consent to, or a waiver of rights with respect to, any circumstance constituting Good Reason; provided, however, that Employee will be deemed to have waived his rights pursuant to the circumstances constituting Good Reason set forth in clauses (iii) through (vvi) of the preceding sentence if he has not provided to the Company a notice of termination (described below) within ninety (90) days following his knowledge of the circumstances constituting Good Reason. (ii) Upon such termination for Good Reason, Employee shall be entitled to receive the Severance Payments as described in Paragraph 6 of this Agreement. In the event the Company cannot, pursuant to any of its benefits plans, pay any Benefits under such plan, Employee shall be entitled to a lump sum payment equal to the after-tax value of such benefits. The parties shall have no further obligation under this Agreement except that Employee shall not be relieved of Employee's obligations under Paragraph 8. (iii) Any termination of Employee's employment by Employee must be communicated by written notice of termination to the Company in accordance with Paragraph 20 which notice must set forth in reasonable detail the facts and circumstances claimed to provide a basis for termination of Employee's employment under this Paragraph 7.

For Good Reason. (i) Notwithstanding anything to the contrary in Paragraph 1 hereof, the Term of Employment may be terminated by Employee upon notice to the Company for "Good Reason." For purposes of this Agreement, "Good Reason" includes the occurrence of any of the following circumstances, without Employee's express consent: (i) a material adverse change or material diminution in Employee's position, duties, reporting relationships or responsibilities (as reasonably determined by Employee in his good faith discretion); (ii) a change in the required location of the performance of Employee's duties; (iii) a reduction in either Employee's annual rate of Base Salary or level of participation in any non-discretionary bonus plan for which he is eligible under Paragraph 2(c)Salary; (iv) an elimination or reduction of Employee's participation in any benefit plan generally available to executive employees of the Company, unless the Company continues to offer Employee benefits substantially similar to those made available by such plan; or (v) a breach of this Agreement by the Company which is not cured within sixty (60) days of written notice to the Company. Employee's continued employment will not constitute consent to, or a waiver of rights with respect to, any circumstance constituting Good Reason; provided, however, that Employee will be deemed to have waived his rights pursuant to the circumstances constituting Good Reason set forth in clauses (i) through (v) of the preceding sentence if he has not provided to the Company a notice of termination (described below) within ninety (90) days following his knowledge of the circumstances constituting Good Reason. (ii) Upon such termination for Good Reason, Employee shall be entitled to receive the Severance Payments as described in Paragraph 6 of this Agreement. In the event the Company cannot, pursuant to any of its benefits plans, pay any Benefits under such plan, Employee shall be entitled to a lump sum payment equal to the after-tax value of such benefits. The parties shall have no further obligation under this Agreement except that Employee shall not be relieved of Employee's obligations under Paragraph 8. (iii) Any termination of Employee's employment by Employee must be communicated by written notice of termination to the Company in accordance with Paragraph 20 which notice must set forth in reasonable detail the facts and circumstances claimed to provide a basis for termination of Employee's employment under this Paragraph 7.

For Good Reason. (i) Notwithstanding anything to the contrary in Paragraph 1 hereof, the Term of Employment may be terminated by Employee’s employment with Unitek shall terminate upon Employee upon giving written notice to Unitek of the Company termination of such employment for "Good Reason (so long as such notice is given within thirty (30) days of the occurrence of such Good Reason or, if later, within thirty (30) days after Executive in the exercise of ordinary care shall first become aware of the occurrence of such Good Reason." For purposes of this Agreement); provided, "Good Reason" includes that Executive’s continued employment after the occurrence of any of the following circumstances, without Employee's express consent: (i) a material adverse change or material diminution in Employee's position, duties, reporting relationships or responsibilities (as reasonably determined by Employee in his good faith discretion); (ii) a change in the required location of the performance of Employee's duties; (iii) a reduction in either Employee's annual rate of Base Salary or level of participation in any non-discretionary bonus plan for which he is eligible under Paragraph 2(c); (iv) an elimination or reduction of Employee's participation in any benefit plan generally available Good Reason to executive employees of the Company, unless the Company continues to offer Employee benefits substantially similar to those made available by such plan; or (v) a breach of this Agreement by the Company which is not cured within sixty (60) days of written proper notice to the Company. Employee's continued employment will date shall not constitute consent to, or a waiver of rights with respect to, any circumstance constituting such occurrence of Good Reason; and provided, further, however, that Employee will be deemed to have waived his rights pursuant to in the circumstances constituting Good Reason set forth in clauses (i) through (v) event of the preceding sentence if he has not provided to the Company a notice of termination (described below) within ninety (90) days following his knowledge of the circumstances constituting Good Reason. (ii) Upon such termination for Good Reason, (A) Unitek shall pay to Employee as soon as practicable (allowing Unitek a reasonable period of time to calculate such amounts) any and all of Employee’s salary, benefits and other compensation earned through the date of such termination of employment and (B) Unitek shall, subject to Employee’s execution and delivery of the Release, which Release shall be entitled not have been revoked by Employee pursuant to receive the terms thereof (and all applicable statutory revocation periods have expired), and subject to Employee’s continued compliance with Section 8 and Section 9, (x) pay to Employee an amount equal to his Base Salary (at the rate then in effect) for the Severance Payments as described in Paragraph 6 of this Agreement. In the event the Company cannotPeriod, pursuant payable to any of its benefits plans, pay any Benefits under such plan, Employee shall be entitled to a lump sum payment equal to the after-tax value of such benefits. The parties shall have no further obligation under this Agreement except that Employee shall not be relieved of Employee's obligations under Paragraph 8. (iii) Any termination of Employee's employment by Employee must be communicated by written notice of termination to the Company in accordance with Paragraph 20 which notice must set forth in reasonable detail the facts Unitek’s then current payroll practices and circumstances claimed to provide a basis for (y) assess, reasonably promptly following such termination of employment and as of the date of such termination, the operational and financial milestones established for the Bonus for the calendar year in which Employee is so terminated; and to the extent such operational and financial milestones are being achieved at the time of such termination, Unitek shall pay Employee the applicable pro-rata portion of such Bonus in accordance with Unitek’s then current bonus payment practices. In addition, 100% of all of Employee's ’s unvested Awarded Securities shall accelerate, vest and pay as of the date of Employee’s termination of employment under this Paragraph 7For Good Reason.

For Good Reason. (i) Notwithstanding anything to the contrary in Paragraph 1 hereof, the Term of Employment may be terminated by Employee upon notice to the Company for "“Good Reason." ” For purposes of this Agreement, "“Good Reason" ” includes the occurrence of any of the following circumstances, without Employee's ’s express consent: (i) a material adverse change or material diminution in Employee's ’s position, duties, reporting relationships or responsibilities (as reasonably determined by Employee in his good faith discretion); (ii) a change in the required location of the performance of Employee's duties’s duties (outside the greater Denver metropolitan area); (iii) a reduction in either Employee's ’s annual rate of Base Salary or level of participation in any non-discretionary bonus plan for which he is eligible under Paragraph 2(c); (iv) an elimination or reduction of Employee's ’s participation in any benefit plan generally available to executive employees of the Company, unless the Company continues to offer Employee benefits substantially similar to those made available by such plan; (v) the election or appointment of 50% or more new members of the Company’s board, or (vvi) a breach of this Agreement by the Company which is not cured within sixty (60) days of written notice to the Company. Employee's ’s continued employment will not constitute consent to, or a waiver of rights with respect to, any circumstance constituting Good Reason; provided, however, that Employee will be deemed to have waived his rights pursuant to the circumstances constituting Good Reason set forth in clauses (i) through (v) of the preceding sentence if he has not provided to the Company a notice of termination (described below) within ninety (90) days following his knowledge of the circumstances constituting Good Reason. (ii) Upon such termination for Good Reason, Employee shall be entitled to receive the Severance Payments as described in Paragraph 6 of this Agreement. In the event the Company cannot, pursuant to any of its benefits plans, pay any Benefits under such plan, Employee shall be entitled to a lump sum payment equal to the after-tax value of such benefits. The parties shall have no further obligation under this Agreement except that Employee shall not be relieved of Employee's ’s obligations under Paragraph 8. (iii) Any termination of Employee's ’s employment by Employee must be communicated by written notice of termination to the Company in accordance with Paragraph 20 which notice must set forth in reasonable detail the facts and circumstances claimed to provide a basis for termination of Employee's ’s employment under this Paragraph 7.

For Good Reason. If the Company or the Executive terminates the Executive’s employment and such termination is not described in Section 4 or Section 5.1, (i) Notwithstanding anything the Executive shall have no right to receive any compensation or benefit hereunder on and after the Effective Date of the Termination (as defined below in this Section 5.2) other than Annual Salary earned and accrued under this Agreement prior to the contrary Effective Date of the Termination, any bonus for the prior year not yet paid, a pro rata bonus for any pending bonus periods in Paragraph 1 hereofthe current year (to the extent the performance goals for any such pending bonus period are subsequently determined to have been achieved), the Term portion of Employment may be terminated by Employee upon notice the Hiring Bonus not yet paid, and other benefits, including payment for accrued but unused vacation, earned and accrued under this Agreement prior to the Effective Date of the Termination (and reimbursement under this Agreement for expenses incurred but not paid prior to the Effective Date of the Termination), (ii) the Executive shall receive a cash payment equal to the Severance Payment (as defined below in this Section 5.2) payable no later than 30 days after the Effective Date of the Termination, (iii) all unvested equity awards held by the Executive shall fully vest, provided, however, that if the equity awards are subject to performance vesting requirements such vesting will only occur to the extent the performance goals for any pending bonus period are subsequently determined to have been achieved, (iv) the Executive shall continue to receive health benefits for 12 months and (v) this Agreement shall otherwise terminate upon the Effective Date of the Termination and the Executive shall have no further rights hereunder (except as provided in Section 7.13). Notwithstanding the foregoing sentence, if the Company terminates Executive’s employment without Cause or Executive terminates employment for "Good Reason." Reason on or within 12 months after a Change in Control, the Executive shall have no right to receive any compensation or benefit hereunder on and after the Effective Date of the Termination (as defined below in this Section 5.2) other than (i) the Executive shall receive his Annual Salary earned and accrued under this Agreement prior to the Effective Date of the Termination, any bonus for the prior year not yet paid, a pro rata bonus (at target level) for any pending bonus periods in the current year and other benefits, including payment for accrued but unused vacation, earned and accrued under this Agreement prior to the Effective Date of the Termination (and reimbursement under this Agreement for expenses incurred but not paid prior to the Effective Date of the Termination), (ii) the Executive shall receive the applicable Severance Payment, payable no later than 30 days after the Effective Date of the Termination (iii) the Executive shall receive continuation of health benefits for 12 months, (iv) all unvested equity awards held by the Executive shall fully vest and (v) this Agreement shall otherwise terminate upon the Effective Date of the Termination and the Executive shall have no further rights hereunder (except as provided in Section 7.13). The “Severance Payment” means one and one-half (1 1/2) times the Executive’s Annual Salary in effect on the day of termination provided that, if the Effective Date of Termination occurs within 365 days following the occurrence of a Change in Control pursuant to the Company’s termination without Cause or the Executive’s termination for Good Reason (as defined below in this Section 5.1(b)), the Severance Payment means one and one-half (1 1/2) times the Executive’s Annual Salary and annual bonus at target level in effect on the day of termination. For purposes of this AgreementSection 5.2, "Good Reason" includes the occurrence of any of the following circumstances, without Employee's express consent: (i) the “Effective Date of the Termination” shall mean the date of termination specified in the Company’s or the Executive’s notice of termination, as applicable, and (ii) a material adverse change “Change in Control” shall mean: (a) the acquisition directly or material diminution in Employee's positionindirectly by any person or related group of persons (other than the Company or a person that directly or indirectly controls, dutiesis controlled by, reporting relationships or responsibilities is under common control with, the Company prior to the transaction) of beneficial ownership (as reasonably determined by Employee in his good faith discretion)within the meaning of Rule 13d-3 of the 0000 Xxx) of securities possessing more than fifty percent (50%) of the total combined voting power of the Company’s outstanding securities; (iib) a change in the required location composition of the performance Board over a period of Employee's duties; thirty-six (iii36) consecutive months or less such that a reduction in either Employee's annual rate of Base Salary or level of participation in any non-discretionary bonus plan for which he is eligible under Paragraph 2(c); (iv) an elimination or reduction of Employee's participation in any benefit plan generally available to executive employees majority of the CompanyBoard members ceases, unless by reason of one or more contested elections for Board membership, to be comprised of individuals who either (A) have been Board members continuously since the Company continues to offer Employee benefits substantially similar to those made available beginning of such period or (B) have been elected or nominated for election as Board members during such period by at least a majority of the Board members described in clause (A) who were still in office at the time such planelection or nomination was approved by the Board; or (vc) a breach sale of this Agreement by all or substantially all of the assets of the Company which to another person or entity (other than a person or entity that directly or indirectly controls, is not cured within sixty (60) days of written notice controlled by, or is under common control with, the Company prior to the Company. Employee's continued employment will not constitute consent to, or a waiver of rights with respect to, any circumstance constituting Good Reason; provided, however, that Employee will be deemed to have waived his rights pursuant to the circumstances constituting Good Reason set forth in clauses (i) through (v) of the preceding sentence if he has not provided to the Company a notice of termination (described below) within ninety (90) days following his knowledge of the circumstances constituting Good Reasontransaction). (ii) Upon such termination for Good Reason, Employee shall be entitled to receive the Severance Payments as described in Paragraph 6 of this Agreement. In the event the Company cannot, pursuant to any of its benefits plans, pay any Benefits under such plan, Employee shall be entitled to a lump sum payment equal to the after-tax value of such benefits. The parties shall have no further obligation under this Agreement except that Employee shall not be relieved of Employee's obligations under Paragraph 8. (iii) Any termination of Employee's employment by Employee must be communicated by written notice of termination to the Company in accordance with Paragraph 20 which notice must set forth in reasonable detail the facts and circumstances claimed to provide a basis for termination of Employee's employment under this Paragraph 7.

For Good Reason. (i) Notwithstanding anything to the contrary in Paragraph 1 hereof, the Term of Employment Executive may be terminated by Employee upon notice to the Company terminate his employment for "Good Reason." upon 90 days' written notice to PEI and/or PGE. For purposes of this Agreement, Agreement "Good Reason" includes the occurrence of any of the following circumstances, without Employee's express consent: shall mean (i) a material an adverse change or material diminution in EmployeeExecutive's positiontitle, duties, reporting relationships or responsibilities (as reasonably determined by Employee in his good faith discretion); (ii) a change in the required location an assignment of duties to Executive which are inconsistent with his status as Chairman of the performance of Employee's duties; PEI Board or the PGE Board, (iii) a reduction substantial adverse alteration in either EmployeeExecutive's annual rate status, nature of Base Salary responsibilities or level of participation in any non-discretionary bonus plan for which he is eligible under Paragraph 2(c); authority within PEI and/or PGE, (iv) an elimination following a Change in Control of PEI, a failure by PEI, PGE or reduction any of Employeetheir respective subsidiaries either to continue in effect any incentive or compensation plan or arrangement in which Executive shall be participating at the time of the Change in Control of PEI or to provide other plans or arrangements providing Executive with substantially comparable benefits or the taking by PEI, PGE or any of their respective subsidiaries of any action which would directly or indirectly materially adversely affect Executive's participation in or materially reduce Executive's benefits under any benefit such plan generally available to executive employees of the Companyor arrangement, unless the Company continues to offer Employee benefits substantially similar to those made available by such plan; or (v) a any breach by PEI and/or PGE of any material provision of this Agreement by the Company which is not cured within sixty or (60vi) days following a Change in Control of written notice to the Company. Employee's continued employment will not constitute consent to, or a waiver of rights with respect toPEI, any circumstance constituting Good Reason; provided, however, that Employee will be deemed failure by PEI and PGE to have waived his rights pursuant obtain from any successor to the circumstances constituting Good Reason set forth in clauses (i) through (v) of the preceding sentence if he has not provided PEI a satisfactory agreement to the Company a notice of termination (described below) within ninety (90) days following his knowledge of the circumstances constituting Good Reason. (ii) Upon such termination for Good Reason, Employee shall be entitled to receive the Severance Payments as described in Paragraph 6 of assume and perform this Agreement. In the event that Executive terminates his employment for Good Reason, all obligations of PEI and/or PGE under this Agreement will cease as of the Company cannotdate of termination, pursuant to any of its benefits plans, except that PEI and/or PGE collectively shall pay any Benefits under such plan, Employee Executive and Executive shall be entitled to receive either (x) in the event such termination does not occur within three years following the date on which a Change in Control of PEI occurs (A) the unpaid portion of his salary to the end of the Term, to be paid in accordance with Section 4(a) hereof and (B) vested, nonforfeitable amounts owing or accrued under any benefit plans or programs set forth or referred to in Section 5(a) hereof in which Executive participated as of his termination under the terms and conditions of the plan or program pursuant to which such benefits were granted or (y) in the event such termination occurs within three years following the date on which a Change in Control of PEI occurs (A) a Severance Payment equal to two times (2X) Executive's annual salary for the year in which such termination occurs to be paid in a lump sum payment equal to the after-tax value within 10 days of such benefits. The parties shall have no further obligation under this Agreement except that Employee shall not termination, (B) the unpaid portion of Executive's salary with respect to any additional years (other than the year in which such termination occurs) remaining in the Term to be relieved of Employee's obligations under Paragraph 8. (iii) Any termination of Employee's employment by Employee must be communicated by written notice of termination to the Company paid in accordance with Paragraph 20 Section 4(a) hereof, (C) a continuation for a period of three years following the date on which notice must a Change in Control of PEI occurs of Executive's coverage at the expense of PEI and/or PGE under life insurance, hospitalization and medical plans providing benefits which are substantially comparable to benefits provided to Executive under benefit plans of PEI, PGE or any of their respective subsidiaries in effect immediately prior to the Change in Control of PEI and (D) vested nonforfeitable amounts owing or accrued under any other benefit plans or programs set forth or referred to in reasonable detail Section 5(a) hereof in which Executive participated as of his termination under the facts terms and circumstances claimed conditions of the plan or program pursuant to provide a basis for termination of Employee's employment under this Paragraph 7which such benefits were granted.

For Good Reason. In the event that Executive terminates his employment hereunder for Good Reason, other than within the one (1) year period following a Change in Control, the Executive shall be entitled to: (i) Notwithstanding anything the Accrued Amounts; (ii) 50% of the Pro-Rated Annual Bonus and 50% of the Pro-Rated LTI; (iii) an amount equal to 50% of Executive’s Base Salary for the number of months remaining in the Term, payable in equal installments over such period following the date of termination (the “Severance Period”) in accordance with the Company’s customary payroll practices; (iv) immediate vesting of all unvested equity awards outstanding as of the date of termination; and (v) payment by the Company of the cost of Executive’s participation in the Company’s group health plan (as elected as of the date of termination) for the number of months left in the Term (the “Benefits Continuation”), provided that the Executive’s entitlement to the contrary Benefits Continuation shall end on the last day of the month in Paragraph 1 hereofwhich the Executive becomes eligible to receive similar benefits under the plan of any other employer. In all events, Executive shall be entitled to continue coverage for himself and any of his eligible dependents under the Term of Employment may be terminated by Employee upon notice Company’s group health care plans pursuant to the Company for "Good Reason." For purposes continuation of coverage provisions contained in Sections 601 through 608 of the Employee Retirement Income Security Act of 1974, as amended, on the same terms as are applicable to other terminated employees; provided, that any payment that would otherwise have been made but that is conditioned upon the execution and effectiveness of the Release (as defined below) shall not be made or provided until the sixtieth (60th) day following the date of such termination of employment. The payments and benefits provided under this AgreementSection 6(b), "Good Reason" includes other than the occurrence Accrued Amounts, are subject to and conditioned upon (i) the Executive’s execution of a valid general release and waiver (in a form reasonably acceptable to the Company) within twenty-one (21) days following the date of termination (unless a 45-day period is required under the Older Workers Benefit Protection Act, in which case Executive shall return such release within 45 days), waiving all claims the Executive may have against the Company, its successors, assigns, affiliates, executives, officers, and directors (the “Release”), and such waiver becoming effective, and (ii) the Executive’s full and faithful compliance with the restrictive covenants to which he is subject pursuant to Sections 7, 8, and 9 hereof (the “Restrictive Covenants”), provided that to the extent the Executive inadvertently breaches any of the following circumstances, without Employee's express consent: (i) a material adverse change or material diminution Restrictive Covenants set forth in Employee's position, duties, reporting relationships or responsibilities (as Sections 7 and 9 hereof and such breach is reasonably determined by Employee in his good faith discretion); (ii) a change susceptible to cure in the required location of the performance of Employee's duties; (iii) a reduction in either Employee's annual rate of Base Salary or level of participation in any non-discretionary bonus plan for which he is eligible under Paragraph 2(c); (iv) an elimination or reduction of Employee's participation in any benefit plan generally available to executive employees sole discretion of the Company, unless the Company continues Executive shall be given a reasonable opportunity, not to offer Employee benefits substantially similar exceed ten (10) days, to those made available by cure such plan; or breach (v) a breach of this Agreement by the Company which is not cured within sixty (60) days of written notice to the Company. Employee's continued employment will not constitute consent to, or a waiver of rights with respect to, any circumstance constituting Good Reason; provided, however, that Employee will be deemed to have waived his rights pursuant to the circumstances constituting Good Reason set forth conditions in clauses (i) through (v) of the preceding sentence if he has not provided to the Company a notice of termination (described below) within ninety (90) days following his knowledge of the circumstances constituting Good Reason. and (ii) Upon such termination for Good Reason), Employee the “Conditions”). The Executive shall not be entitled to receive any other compensation or benefits not expressly provided for in this Section 6(b), regardless of the Severance Payments as described time that would otherwise remain in Paragraph 6 of this Agreement. In the event Term had the Company cannot, pursuant to any of its benefits plans, pay any Benefits under such plan, Employee shall be entitled to a lump sum payment equal to the after-tax value of such benefits. The parties shall have no further obligation under this Agreement except that Employee shall Term not be relieved of Employee's obligations under Paragraph 8been terminated hereunder. (iii) Any termination of Employee's employment by Employee must be communicated by written notice of termination to the Company in accordance with Paragraph 20 which notice must set forth in reasonable detail the facts and circumstances claimed to provide a basis for termination of Employee's employment under this Paragraph 7.

For Good Reason. (ia) Notwithstanding anything to the contrary in Paragraph 1 hereof, the Term of Employment The Executive’s employment hereunder may be terminated by Employee upon notice the Executive for Good Reason. If the Executive’s employment is terminated by the Executive for Good Reason, the Executive shall be entitled to receive: (i) Any accrued but unpaid Base Salary and accrued but unused vacation which shall be paid in accordance with the Company’s customary payroll procedures; (ii) All Base Salary for the full duration of the Term of this Agreement which shall be paid in accordance with the Company’s customary payroll procedures; (iii) Any unpaid Annual Bonus with respect to any completed year immediately preceding the Termination Date (to the Company extent such performance targets are achieved), which shall be paid on the otherwise applicable payment date; (iv) Any Annual Bonus with respect to the full year in which the Termination Date occurs (to the extent such performance targets are achieved), which shall be paid on the otherwise applicable date; (v) reimbursement for "Good Reasonunreimbursed business expenses properly incurred by the Executive, which shall be subject to and paid in accordance with the Company’s expense reimbursement policy; (vi) such employee benefits, if any, to which the Executive may be entitled under the Company’s employee benefit plans as of the Termination Date; provided that, in no event shall the Executive be entitled to any payments in the nature of severance or termination payments except as specifically provided herein; and (vii) the Executive shall be relieved of the obligations set forth in Sections 8.2 and 8.3 of this Agreement which shall terminate as of the Termination Date (as defined in Section 5.5(d))." (b) For purposes of this Agreement, "“Good Reason" includes ” means the occurrence of any of the following circumstancesfollowing, in each case during the Employment Term without Employee's express the Executive’s written consent: (i) a material adverse change or material diminution in Employee's position, duties, reporting relationships or responsibilities (as reasonably determined by Employee in his good faith discretion); (ii) a change in the required location of the performance of Employee's duties; (iii) a reduction in either Employee's annual rate of Base Salary or level of participation in any non-discretionary bonus plan for which he is eligible under Paragraph 2(c); (iv) an elimination or reduction of Employee's participation in any benefit plan generally available to executive employees of the Company, unless the Company continues to offer Employee benefits substantially similar to those made available by such plan; or (v) a breach of this Agreement by the Company which is not cured within sixty (60) days of written notice to the Company. Employee's continued employment will not constitute consent to, or a waiver of rights with respect to, any circumstance constituting Good Reason; provided, however, that Employee will be deemed to have waived his rights pursuant to the circumstances constituting Good Reason set forth in clauses (i) through (v) of the preceding sentence if he has not provided to the Company a notice of termination (described below) within ninety (90) days following his knowledge of the circumstances constituting Good Reason. (ii) Upon such termination for Good Reason, Employee shall be entitled to receive the Severance Payments as described in Paragraph 6 of this Agreement. In the event the Company cannot, pursuant to any of its benefits plans, pay any Benefits under such plan, Employee shall be entitled to a lump sum payment equal to the after-tax value of such benefits. The parties shall have no further obligation under this Agreement except that Employee shall not be relieved of Employee's obligations under Paragraph 8. (iii) Any termination of Employee's employment by Employee must be communicated by written notice of termination to the Company in accordance with Paragraph 20 which notice must set forth in reasonable detail the facts and circumstances claimed to provide a basis for termination of Employee's employment under this Paragraph 7.:

For Good Reason. Employee may terminate this Agreement for Good Reason thirty (i30) Notwithstanding anything to the contrary in Paragraph 1 hereof, the Term of Employment may be terminated by Employee upon days after written notice to the Company for "of such Good Reason." For purposes of this Agreement, Reason event. A "Good Reason" includes the occurrence of any of the following circumstances, without Employee's express consent: (i) event shall be a material adverse change or material diminution in Employee's position, duties, reporting relationships or responsibilities (as reasonably determined breach by Employee in his good faith discretion); (ii) a change in the required location of the performance of Employee's duties; (iii) a reduction in either Employee's annual rate of Base Salary or level of participation in any non-discretionary bonus plan for which he is eligible under Paragraph 2(c); (iv) an elimination or reduction of Employee's participation in any benefit plan generally available to executive employees of the Company, unless the Company continues to offer Employee benefits substantially similar to those made available by such plan; or (v) a breach of this Agreement by that occurred during the Company which is not cured within sixty thirty (6030) days day period preceding the date of such written notice to the Company. Employee's continued employment will Company and is not constitute consent to, or a waiver of rights with respect to, any circumstance constituting Good Reason; provided, however, that Employee will be deemed to have waived his rights pursuant to the circumstances constituting Good Reason set forth in clauses (i) through (v) of the preceding sentence if he has not provided to remedied by the Company a notice of termination during the thirty (described below30) within ninety (90) days day period following such written notice. If Employee terminates his knowledge of the circumstances constituting Good Reason. (ii) Upon such termination employment for Good Reason, Employee shall receive from the Company, in a lump-sum payment due within ten (10) days of the effective date of such termination, one year's base salary at the rate then in effect. Upon termination of this Agreement for any reason, Employee shall be entitled to receive all compensation earned and all vested benefits and reimbursements due through the Severance Payments as described in Paragraph 6 effective date of this Agreementtermination. In Except to the event extent expressly provided above, all other rights and obligations of the Company cannot, pursuant to any of its benefits plans, pay any Benefits under such plan, and Employee shall be entitled to a lump sum payment equal to the after-tax value of such benefits. The parties shall have no further obligation under this Agreement shall cease as of the effective date of termination, except that Employee shall not be relieved of the Company's obligations under paragraph 8 herein and Employee's obligations under Paragraph 8. (iii) Any paragraphs 3, 6 and 7 herein shall survive such termination in accordance with their terms. If termination of Employee's employment arises out of the Company's failure to pay Employee on a timely basis the amounts to which he is entitled under this Agreement or as a result of any other breach of this Agreement by the Company, as determined by a court of competent jurisdiction or pursuant to the provisions of paragraph 14 below, the Company shall pay all amounts and damages to which Employee may be entitled as a result of such breach, including interest thereon and all reasonable legal fees and expenses and other costs incurred by Employee must be communicated to enforce his rights hereunder. Further, none of the provisions of paragraph 3 shall apply in the event this Agreement is terminated as a result of a breach by written notice of termination to the Company in accordance with Paragraph 20 which notice must set forth in reasonable detail the facts and circumstances claimed to provide a basis for termination of Employee's employment under this Paragraph 7Company.

For Good Reason. (i) Notwithstanding anything to the contrary in Paragraph 1 hereof, the Term of Employment may be terminated by Employee upon notice to the Company which for "Good Reason." For purposes of this Agreement, "Good Reason" includes Agreement and the occurrence of any of the following circumstancesawards granted hereunder means, without Employee's express ’s consent: , (iA) Carlyle willfully and materially breached a material adverse change or material diminution in Employee's positionprovision of this Agreement other than Section 2.a. (for the avoidance of doubt, duties, reporting relationships or responsibilities (as reasonably determined by Employee in his good faith discretion); (ii) a change in the required location of the performance of Employee's duties; (iii) a reduction in either Employee's annual rate of Base Salary or level of participation in any non-discretionary bonus plan for which he is eligible under Paragraph 2(c); (iv) an elimination or reduction of Employee's participation in any benefit plan generally available to executive employees of the Company, unless the Company continues to offer Employee benefits substantially similar to those made available by such plan; or (v) it shall not be a breach of this Agreement by to not reach agreement in connection with any discussion in good faith undertaken pursuant hereto), (B) an adverse change in title or reporting line or removal from the Company which is not cured within sixty (60) days Board or removal from being the Chairman of written notice to the Company. Employee's continued employment will not constitute consent to, Management Committee or a waiver member of rights the Executive Committee; (C) a material diminution or material adverse modification in Employee’s authority, duties and responsibilities (whether or not accompanied by a change in title) as a whole as compared to Employee’s authority, duties and responsibilities as a whole immediately prior to such diminution or adverse change (with respect toEmployee’s authority, duties and responsibilities as a whole immediately prior to such diminution or adverse change determined taking into account any circumstance constituting Good Reasondiminution or adverse changes that had previously occurred without the consent of Employee), but excluding for this purpose, isolated or insubstantial actions not taken in bad faith; provided(D) the relocation of Employee’s own office location as assigned to him by Employer to a location more than 30 miles outside of New York, howeverNew York or Washington, DC; or (E) the failure of Employer to obtain the assumption in writing or by operation of law of Employer’s obligation to Employee under this Agreement by any successor in a Change of Control; provided that Employee will be deemed to have waived his rights pursuant to the circumstances constituting Good Reason set forth in for all of clauses (iA) through (vE) in which a correction or cure is possible, Employee may only terminate for Good Reason if Employee notifies Employer in writing of the preceding sentence if he has not provided Employee’s intent to the Company a notice terminate Employee’s employment for Good Reason within 60 days of termination (described below) within ninety (90) days following his Employee obtaining knowledge of the circumstances constituting Good Reason. (ii) Upon such termination for Good Reason, Employee shall be entitled to receive the Severance Payments as described in Paragraph 6 occurrence of this Agreement. In the event the Company cannot, pursuant to any of its benefits plans, pay any Benefits under that has triggered Good Reason (with such plan, Employee shall be entitled to a lump sum payment equal to the after-tax value of such benefits. The parties shall have no further obligation under this Agreement except that Employee shall not be relieved of Employee's obligations under Paragraph 8. (iii) Any termination of Employee's employment by Employee must be communicated by written notice of termination to the Company specifying in accordance with Paragraph 20 which notice must set forth in reasonable detail the facts and circumstances claimed to provide a basis for termination of Employee's employment under this Paragraph 7.such termination) and, after such notification, Good Reason has not been corrected or cured by Employer within 30 days thereof; or

For Good Reason. (i) Notwithstanding anything to the contrary in Paragraph 1 hereof, the Term of Employment may be terminated by Employee upon notice to the Company which for "Good Reason." For purposes of this Agreement, "Good Reason" includes Agreement and the occurrence of any of the following circumstancesawards granted hereunder means, without Employee's express ’s consent: , (iA) Carlyle willfully and materially breached a material adverse change or material diminution in Employee's positionprovision of this Agreement other than Section 2.a. (for the avoidance of doubt, duties, reporting relationships or responsibilities (as reasonably determined by Employee in his good faith discretion); (ii) a change in the required location of the performance of Employee's duties; (iii) a reduction in either Employee's annual rate of Base Salary or level of participation in any non-discretionary bonus plan for which he is eligible under Paragraph 2(c); (iv) an elimination or reduction of Employee's participation in any benefit plan generally available to executive employees of the Company, unless the Company continues to offer Employee benefits substantially similar to those made available by such plan; or (v) it shall not be a breach of this Agreement by to not reach agreement in connection with any discussion in good faith undertaken pursuant hereto), (B) an adverse change in title or reporting line or removal from the Company which is not cured within sixty (60) days Board or removal from being the Chairman of written notice to the Company. Employee's continued employment will not constitute consent to, Executive Committee or a waiver member of rights the Management Committee; (C) a material diminution or material adverse modification in Employee’s authority, duties and responsibilities (whether or not accompanied by a change in title) as a whole as compared to Employee’s authority, duties and responsibilities as a whole immediately prior to such diminution or adverse change (with respect toEmployee’s authority, duties and responsibilities as a whole immediately prior to such diminution or adverse change determined taking into account any circumstance constituting Good Reasondiminution or adverse changes that had previously occurred without the consent of Employee), but excluding for this purpose, isolated or insubstantial actions not taken in bad faith; provided(D) the relocation of Employee’s own office location as assigned to him by Employer to a location more than 30 miles outside of New York, howeverNew York or Washington, DC; or (E) the failure of Employer to obtain the assumption in writing or by operation of law of Employer’s obligation to Employee under this Agreement by any successor in a Change of Control; provided that Employee will be deemed to have waived his rights pursuant to the circumstances constituting Good Reason set forth in for all of clauses (iA) through (vE) in which a correction or cure is possible, Employee may only terminate for Good Reason if Employee notifies Employer in writing of the preceding sentence if he has not provided Employee’s intent to the Company a notice terminate Employee’s employment for Good Reason within 60 days of termination (described below) within ninety (90) days following his Employee obtaining knowledge of the circumstances constituting Good Reason. (ii) Upon such termination for Good Reason, Employee shall be entitled to receive the Severance Payments as described in Paragraph 6 occurrence of this Agreement. In the event the Company cannot, pursuant to any of its benefits plans, pay any Benefits under that has triggered Good Reason (with such plan, Employee shall be entitled to a lump sum payment equal to the after-tax value of such benefits. The parties shall have no further obligation under this Agreement except that Employee shall not be relieved of Employee's obligations under Paragraph 8. (iii) Any termination of Employee's employment by Employee must be communicated by written notice of termination to the Company specifying in accordance with Paragraph 20 which notice must set forth in reasonable detail the facts and circumstances claimed to provide a basis for termination of Employee's employment under this Paragraph 7.such termination) and, after such notification, Good Reason has not been corrected or cured by Employer within 30 days thereof; or