Common use of Resignation by Executive for Good Reason Clause in Contracts

Resignation by Executive for Good Reason. Executive may resign Executive’s employment hereunder for Good Reason, at any time. For the purpose of this Agreement, “Good Reason” means: (i) any action or inaction that constitutes a material breach by the Company of this Agreement or the Indemnification Agreement between the Company and Executive (refer to Section 14.3 below); (ii) any change in Executive’s title or reporting line or a reduction in authority or duties of employment; or (iii) the Company no longer permits full-time remote working; provided, in each case, Executive has provided the Company with written notice reasonably detailing such grounds for Good Reason within ninety (90) days after the occurrence thereof, and the Company fails to cure such grounds for Good Reason within thirty (30) days after delivery to it of such written notice. To resign for Good Reason, Executive must provide the Company with a resignation notice within thirty (30) days after the Company fails to cure the grounds for Good Reason during the aforementioned thirty (30)-day cure period. Notwithstanding the foregoing, during the Term, in the event that the Company reasonably believes that Executive may have engaged in conduct that could constitute Cause hereunder, the Company may, in its sole and absolute discretion, suspend Executive from performing Executive’s duties hereunder for a period of up to sixty (60) days, and in such event such suspension shall not constitute an event pursuant to which Executive may terminate this Agreement with Good Reason; provided, however, that no such suspension shall alter the Company’s obligations under this Agreement (including, without limitation, its obligations to provide Executive compensation and benefits) during such period of suspension. Executive’s date of termination in the event Executive resigns Executive’s employment for Good Reason shall be the effective date of Executive’s notice of resignation, except that the Company may waive all or any part of the above-referenced thirty (30)-day cure period, in which event Executive’s date of termination shall be the last day of such cure period that has not been waived or, if the entire cure period has been waived, the date that Executive provided notice of the grounds for Good Reason.

Resignation by Executive for Good Reason. Executive may resign Executive’s employment hereunder for Good Reason, at any time, provided that Executive provides the Company with ten (10) days’ prior written notice of such resignation and such notice is given within thirty (30) days of when Good Reason first arises. For the purpose of this Agreement, “Good Reason” means: means (i) any action a material and substantial diminution in Executive’s duties, authority, or inaction responsibilities that constitutes would be inconsistent with Executive’s position (other than while Executive is temporarily physically or mentally incapacitated, as permitted under Section 8 below or as required by applicable law), (ii) a material failure by the Company to pay Executive’s compensation as provided for herein, other than an isolated, insubstantial and inadvertent failure not occurring in bad faith; (iii) a change in the location of Executive’s principal place of performance from other than that specified in Section 1 above; or (iv) other material breach by the Company of a material provision of this Agreement or the Indemnification Agreement any other agreement between the Company and Executive Executive; provided (refer to Section 14.3 below); (iix) any change in Executive’s title or reporting line or a reduction in authority or duties of employment; or (iii) the Company no longer permits full-time remote working; provided, in each case, Executive has provided the Company with written notice reasonably detailing such the grounds for giving rise to Good Reason within ninety thirty (9030) days after of the occurrence thereofthereof or, if later, within thirty (30) days of the date upon which Executive first becomes aware of such grounds, and (y) the Company fails to cure such grounds for Good Reason within thirty (30) days after delivery to it of such written notice. To resign for Good Reason, Executive must provide the Company with a resignation notice within thirty (30) days after the Company fails to cure the grounds for Good Reason during the aforementioned thirty (30)-day cure period. Notwithstanding the foregoing, during the TermEmployment Period, in the event that the Company reasonably believes that Executive may have engaged in conduct that could constitute Cause hereunder, the Company may, in its sole and absolute discretion, suspend Executive from performing Executive’s duties hereunder for a period of up to sixty (60) days, and in such event such suspension shall not constitute an event pursuant to which Executive may terminate this Agreement with Good Reason; provided, however, that no such suspension shall alter the Company’s obligations under this Agreement (including, without limitation, its obligations to provide Executive compensation and benefits) during such period of suspension. Executive’s date of termination in the event Executive resigns Executive’s employment for Good Reason shall be the effective date of Executive’s notice of resignationresignation for Good Reason, except that the Company may waive all or any part of the above-referenced thirty (30)-day 10-day notice period or of the 30-day cure period, in which event Executive’s date of termination shall be the last day of such notice or cure period that has not been waived or, if the entire notice or cure period has been waived, the date that Executive provided notice of the grounds event giving rise to Good Reason or of Executive’s resignation for Good Reason.

Resignation by Executive for Good Reason. Upon the occurrence of any event described in this Section 6.4 below, Executive may resign Executive’s shall have the right to elect to terminate his employment hereunder for Good Reason, at any time. For the purpose of this Agreement, “Good Reason” means: (i) any action or inaction that constitutes a material breach by the Company of under this Agreement or the Indemnification Agreement between from all (but not less than all) positions with the Company and Executive its subsidiaries by resignation, upon not less than thirty (refer to Section 14.3 below); (ii30) any change in Executive’s title or reporting line or a reduction in authority or duties of employment; or (iii) the Company no longer permits full-time remote working; provided, in each case, Executive has provided the Company with days' prior written notice reasonably detailing such grounds for Good Reason given within ninety (90) days after the occurrence thereof, and the Company fails event purportedly giving rise to cure such grounds for Good Reason within thirty (30) days after delivery Executive's right to it of such written notice. To resign for Good Reason, Executive must provide the Company with a resignation notice within thirty (30) days after the Company fails to cure the grounds for Good Reason during the aforementioned thirty (30)-day cure period. Notwithstanding the foregoing, during the Term, in the event that the Company reasonably believes that Executive may have engaged in conduct that could constitute Cause hereunder, the Company may, in its sole and absolute discretion, suspend Executive from performing Executive’s duties hereunder for a period of up to sixty (60) days, and in such event such suspension shall not constitute an event pursuant to which Executive may terminate this Agreement with Good Reasonelect; provided, however, that no the Company has not cured or otherwise corrected such suspension shall alter event prior to the expiration of such 30-day period. (a) Any reduction by the Company of Executive's Base Salary; (b) Any relocation of Executive's principal place of employment or the relocation of the Company’s obligations under this Agreement 's principal office or corporate headquarters to a location more than forty-five (45) miles beyond the Borough of Kennett Square, Pennsylvania; (c) The assignment to Executive by the Company of any duties inconsistent with Executive's status with the Company or a substantial alteration in the nature of status of Executive's responsibilities from those in effect immediately prior to the date hereof, or a reduction in Executive's titles or offices as in effect immediately prior to the date hereof or any removal of Executive from, or any failure to elect, re-elect or appoint Executive to any such positions (including, without limitation, its obligations to provide Executive compensation and benefits) during such period the position of suspension. Executive’s date of termination in the event Executive resigns Executive’s employment for Good Reason shall be the effective date Vice Chairman, other than as a result of Executive’s notice 's death, termination of resignationemployment (and other than as a result of Executive's Disabling Condition or pending a determination that Cause exists), except or the failure to restore Executive to his responsibilities following his recovery from a Disabling Condition prior to his employment termination or following a determination that Cause does not exist; (d) Any liquidation or dissolution of the Company, unless the voting common equity interests of an ongoing entity (other than a liquidating trust) are beneficially owned, directly or indirectly, by the same persons in substantially the same proportions as such persons' ownership immediately prior to such liquidation or dissolution, and such ongoing entity assumes all existing obligations of the Company may waive all or any part to Executive under this Agreement; (e) Any material breach of this Agreement by the above-referenced thirty Company; or (30)-day cure period, in which event Executive’s date f) Any determination by the Board not to automatically extend the term of termination shall be the last day of such cure period that has not been waived or, if the entire cure period has been waived, the date that Executive provided notice of the grounds for Good Reason.this Agreement pursuant to Section 2.2

Resignation by Executive for Good Reason. Executive may resign Executive’s employment hereunder for Good Reason, at any time, provided that Executive provides the Company with ten (10) days’ prior written notice of such resignation and such notice is given within thirty (30) days of when Good Reason first arises. For the purpose of this Agreement, “"Good Reason” means: " means (i) any action a material and substantial diminution in Executive’s duties, authority, or inaction responsibilities that constitutes would be inconsistent with Executive’s position (other than while Executive is temporarily physically or mentally incapacitated, as permitted under Section 8 below or as required by applicable law), (ii) a material failure by the Company to pay Executive’s compensation as provided for herein, other than an isolated, insubstantial and inadvertent failure not occurring in bad faith; (iii) a change in the location of Executive’s principal place of performance from other than that specified in Section 1 above; or (iv) other material breach by the Company of a material provision of this Agreement or the Indemnification Agreement any other agreement between the Company and Executive Executive; provided (refer to Section 14.3 below); (iix) any change in Executive’s title or reporting line or a reduction in authority or duties of employment; or (iii) the Company no longer permits full-time remote working; provided, in each case, Executive has provided the Company with written notice reasonably detailing such the grounds for giving rise to Good Reason within ninety thirty (9030) days after of the occurrence thereofthereof or, if later, within thirty (30) days of the date upon which Executive first becomes aware of such grounds, and (y) the Company fails to cure such grounds for Good Reason within thirty (30) days after delivery to it of such written notice. To resign for Good Reason, Executive must provide the Company with a resignation notice within thirty (30) days after the Company fails to cure the grounds for Good Reason during the aforementioned thirty (30)-day cure period. Notwithstanding the foregoing, during the Term, in the event that the Company reasonably believes that Executive may have engaged in conduct that could constitute Cause hereunder, the Company may, in its sole and absolute discretion, suspend Executive from performing Executive’s duties hereunder for a period of up to sixty (60) days, and in such event such suspension shall not constitute an event pursuant to which Executive may terminate this Agreement with Good Reason; provided, however, that no such suspension shall alter the Company’s obligations under this Agreement (including, without limitation, its obligations to provide Executive compensation and benefits) during such period of suspension. Executive’s date of termination in the event Executive resigns Executive’s his employment for Good Reason shall be the effective date of Executive’s notice of resignationresignation for Good Reason, except that the Company may waive all or any part of the above-referenced thirty (30)-day 10-day notice period or of the 30-day cure period, in which event Executive’s date of termination shall be the last day of such notice or cure period that has not been waived or, if the entire notice or cure period has been waived, the date that Executive provided notice of the grounds event giving rise to Good Reason or of his resignation for Good Reason. For the avoidance out doubt, Executive’s exclusive remedy against the Company in the event the Company materially breaches this Agreement is to invoke the provisions of this Section 6.4 and Section 7 below.

Resignation by Executive for Good Reason. Upon the occurrence of any event described in this Section 6.4 below in the absence of Executive's express written consent or request, Executive may resign Executive’s shall have the right to elect to terminate his employment hereunder for Good Reason, at any time. For the purpose of this Agreement, “Good Reason” means: (i) any action or inaction that constitutes a material breach by the Company of under this Agreement or the Indemnification Agreement between from all (but not less than all) positions with the Company and Executive its subsidiaries by resignation, upon not less than thirty (refer to Section 14.3 below); (ii30) any change in Executive’s title or reporting line or a reduction in authority or duties of employment; or (iii) the Company no longer permits full-time remote working; provided, in each case, Executive has provided the Company with days' prior written notice reasonably detailing such grounds for Good Reason given within ninety one hundred twenty (90120) days after the occurrence thereof, and the Company fails event purportedly giving rise to cure such grounds for Good Reason within thirty (30) days after delivery Executive's right to it of such written notice. To resign for Good Reason, Executive must provide the Company with a resignation notice within thirty (30) days after the Company fails to cure the grounds for Good Reason during the aforementioned thirty (30)-day cure period. Notwithstanding the foregoing, during the Term, in the event that the Company reasonably believes that Executive may have engaged in conduct that could constitute Cause hereunder, the Company may, in its sole and absolute discretion, suspend Executive from performing Executive’s duties hereunder for a period of up to sixty (60) days, and in such event such suspension shall not constitute an event pursuant to which Executive may terminate this Agreement with Good Reasonelect; provided, however, that no the Company has not cured or otherwise corrected such suspension shall alter event prior to the expiration of such 30-day period. (a) Any reduction by the Company of Executive's Base Salary; (b) Any relocation of Executive's principal place of employment or the relocation of the Company’s obligations 's principal office or corporate headquarters to a location that is not within forty-five (45) miles of the Borough of Kennett Square, Pennsylvania; (c) The assignment to Executive by the Company of any duties inconsistent with Executive's status with the Company or a substantial alteration in the nature or status of Executive's responsibilities from those described in Section 3.1, or a reduction in Executive's titles or offices as in effect as of the Effective Date or the Chairman Appointment Date, as applicable, or any removal of Executive from, or any failure to nominate or appoint Executive to any such positions other than as a result of Executive's death, termination of employment (and other than as a result of Executive's Disabling Condition or pending a determination that Cause exists), or the failure to restore Executive to his responsibilities following his recovery from a Disabling Condition prior to his employment termination or following a determination that Cause does not exist; provided, that, a failure of the Company's shareholders to elect Executive to the Board shall not constitute Good Reason under this Agreement; (d) Any liquidation or dissolution of the Company, unless the voting common equity interests of an ongoing entity (other than a liquidating trust) are beneficially owned, directly or indirectly, by the same persons in substantially the same proportions as such persons' ownership immediately prior to such liquidation or dissolution, and such ongoing entity assumes all existing obligations of the Company to Executive under this Agreement; or (e) Any material breach of this Agreement (including, without limitation, its obligations to provide by the Company. Executive compensation agrees and benefits) during such period of suspension. Executive’s date of termination in the event Executive resigns Executive’s employment for Good Reason shall be the effective date of Executive’s notice of resignation, except acknowledges that the appointment by the Company may waive all or any part of a non-executive Chairman of the above-referenced thirty Board (30)-day cure period, in which event Executive’s date of termination if required by applicable law or regulation) or a lead director shall be the last day of such cure period that has not been waived or, if the entire cure period has been waived, the date that Executive provided notice of the grounds for constitute "Good Reason" hereunder.

Resignation by Executive for Good Reason. Executive may resign Executive’s employment hereunder for Good Reason, at any timeReason by written notice of such resignation in compliance with the terms of this Section. For the purpose of this Agreement, “Good Reason” means: , without Executive’s express written consent (which may be withheld for any reason or no reason), any of the events or conditions described in the following subsections (i) any action or inaction through (v), provided that constitutes a material breach by Executive provides notice to the Company of this Agreement or the Indemnification Agreement between the Company and Executive within sixty (refer to Section 14.3 below); (ii) any change in Executive’s title or reporting line or a reduction in authority or duties of employment; or (iii) the Company no longer permits full-time remote working; provided, in each case, Executive has provided the Company with written notice reasonably detailing such grounds for Good Reason within ninety (9060) days after following the date which the Executive initially has actual knowledge of the occurrence thereof, of any such event or condition and the Company fails to cure such grounds for Good Reason does not fully correct the situation within thirty (30) days after delivery to it such notice of such written notice. To resign for Good Reason, Executive must provide : (i) a reduction by the Company with in Executive’s Base Salary (other than a resignation notice within temporary, proportional reduction as part of a generalized reduction in the base salaries of senior management of the Company not to exceed 5% of Base Salary then currently in effect); (ii) the Company changing the location of Executive’s principal work location to a location more than thirty (30) days after miles from such location; (iii) a material reduction or material negative change by the Company fails in the type or level of compensation and benefits provided by the Company to cure Executive; or (iv) any material adverse change in the grounds nature or scope of the Executive’s authority, duties or responsibilities with respect to the Chief Executive Officer of the Company, including, but not limited to, the failure of the Company to continue the Executive in a position having the responsibilities of Chief Executive Officer; (v) material breach by the Company of the terms of this Agreement or any other written equity or compensation agreement between the Company and Executive. Any resignation for Good Reason during following the aforementioned thirty (30)-day cure period. Notwithstanding the foregoing, during the Term, in the event that the Company reasonably believes that Executive may have engaged in conduct that could constitute Cause hereunder, the Company may, in its sole and absolute discretion, suspend Executive from performing Executive’s duties hereunder for a period of up to sixty (6030) days, and in such event such suspension shall not constitute an event pursuant to which Executive may terminate this Agreement with Good Reason; provided, however, that no such suspension shall alter the Company’s obligations under this Agreement (including, without limitation, its obligations to provide Executive compensation and benefits) during such period of suspension. Executive’s date of termination in the event Executive resigns Executive’s employment for Good Reason shall be the effective date of Executive’s notice of resignation, except that the Company may waive all or any part of the above-referenced thirty (30)-day cure period, in which event Executive’s date of termination shall be the last day of such cure period that has not been waived or, if the entire cure period has been waived, set forth above must occur no later than the date that is six (6) months following the date at which the Executive provided notice initially has actual knowledge of the grounds for Good Reasonoccurrence of one of the foregoing events or conditions without Executive’s express written consent.

Resignation by Executive for Good Reason. Executive may resign Executive’s employment hereunder for Good Reason, at any timeReason by written notice of such resignation in compliance with the terms of this Section 6.4. For the purpose of this Agreement, “Good Reason” means: means (i) any action a material and substantial diminution in Executive’s duties, authority, or inaction responsibilities that constitutes would be inconsistent with Executive’s position (other than while Executive is temporarily physically or mentally incapacitated, as permitted under this Section 6.4 and Section 8 below, or as required by applicable law), (ii) a material failure by the Company to pay Executive’s compensation as provided for herein; or (iii) other material breach by the Company of a material provision of this Agreement or the Indemnification Agreement any other agreement between the Company and Executive (refer to Section 14.3 below); (ii) any change in Executive’s title or reporting line or a reduction in authority or duties of employment; or (iii) the Company no longer permits full-time remote working; provided, in each casehowever, that such event shall constitute Good Reason only if (x) Executive has provided the Company with written notice reasonably detailing such grounds for the event giving rise to Good Reason within ninety thirty (9030) days after the initial occurrence thereofthereof or, and if later, within thirty (30) days after the date upon which Executive first becomes aware of such event, (y) the Company fails to cure such grounds for Good Reason event within thirty (30) days after delivery to it of such written notice. To resign ; and (z) Executive actually terminates Executive’s employment for such uncured Good ReasonReason event, Executive must provide the Company with a resignation notice on at least ten (10) days’ prior written notice, within thirty (30) days after following the Company fails to cure the grounds for Good Reason during the aforementioned expiration of such thirty (30)-day cure period30) day period referred to in clause (y) above. Notwithstanding the foregoing, during the Term, in the event that the Company reasonably believes that Executive may have engaged in conduct that could constitute Cause hereunder, the Company may, in its sole and absolute discretion, suspend Executive from performing or alter Executive’s duties hereunder for a period of up to sixty (60) days, and in such event such suspension shall not constitute an event pursuant to which Executive may terminate this Agreement with Good Reason; provided, however, that no such suspension shall alter the Company’s obligations under this Agreement (including, without limitation, its obligations to provide Executive compensation and benefits) during such period of suspension. Executive’s date of termination in the event Executive resigns Executive’s employment for Good Reason shall be the effective date of Executive’s notice of resignationresignation for Good Reason, except that the Company may waive all or any part of the above-referenced thirty (30)-day 10-day notice period or of the 30-day cure periodperiod in accordance with Section 8 below, in which event Executive’s date of termination shall be the last day of such notice or cure period that has not been waived or, if the entire notice or cure period has been waived, the date that Executive provided notice of the grounds event giving rise to Good Reason or of Executive’s resignation for Good Reason.

Resignation by Executive for Good Reason. Executive may resign Executive’s his employment hereunder for Good Reason, at any time, provided that Executive provides the Company with thirty 30) days’ prior written notice of such resignation and such notice is given within thirty (30) days of when Good Reason first arises. For the purpose of this Agreement, “Good Reason” means: means (i) any action a material and substantial diminution in Executive’s duties, authority, or inaction responsibilities that constitutes would be inconsistent with Executive’s position (other than while Executive is temporarily physically or mentally incapacitated or as required by applicable law), (ii) a material failure by the Company to pay Executive’s Base Salary as provided for herein; (iii) a material reduction of the employment benefits provided for herein (which reduction is not applicable to other employees), (iv) a requirement that Executive report to a person other than the Board; or (v) other material breach by the Company of a material provision of this Agreement or the Indemnification Agreement between the Company and Executive Agreement; provided (refer to Section 14.3 below); (iii) any change in Executive’s title or reporting line or a reduction in authority or duties of employment; or (iii) the Company no longer permits full-time remote working; provided, in each case, Executive has provided the Company with written notice reasonably detailing such grounds for Good Reason breach within ninety thirty (9030) days after of the occurrence thereofthereof or, if later, within thirty (30) days of the date upon which Executive first becomes aware of such breach, and (ii) the Company fails to cure such grounds for Good Reason breach within thirty (30) days after delivery to it of such written notice. To resign for Good Reason, Executive must provide the Company with a resignation notice within thirty (30) days after the Company fails to cure the grounds for Good Reason during the aforementioned thirty (30)-day cure period. Notwithstanding the foregoing, during the Term, in the event that the Company reasonably believes that Executive may have engaged in conduct that could constitute Cause hereunder, the Company may, in its sole and absolute discretion, suspend Executive from performing Executive’s duties hereunder for a period of up to sixty (60) days, and in such event such suspension shall not constitute an event pursuant to which Executive may terminate this Agreement with Good Reason; provided, however, that no such suspension shall alter the Company’s obligations under this Agreement (including, without limitation, its obligations to provide Executive compensation and benefits) during such period of suspension. Executive’s date of termination in the event Executive resigns Executive’s his employment for Good Reason shall be the effective date of Executive’s notice of resignationresignation for Good Reason, except that the Company may waive all or any part of the above-referenced thirty (30)-day 10-day notice period or of the 30-day cure period, in which event Executive’s date of termination shall be the last day of such notice or cure period that has not been waived or, if the entire notice or cure period has been waived, the date that Executive provided notice of the grounds event giving rise to Good Reason or of his resignation for Good Reason.

Resignation by Executive for Good Reason. Executive may resign terminate Executive’s employment hereunder under this Agreement at will, at any time during the Term of Employment, for Good Reason. In the event that Executive exercises his right to terminate Executive’s employment under this Agreement for Good Reason, at any timeExecutive shall be entitled to all of the benefits specified in Section 3.4 and its subsections, subject to all of the terms thereof including, without limitation, the requirements in the last paragraph thereof. For the purpose purposes of this Agreement, the term “Good Reason” meansshall include any of the following that occur without the consent of Executive: (i) any action or inaction that constitutes a material breach by reduction in the Company of this Agreement or the Indemnification Agreement between the Company and Executive (refer Base Salary which is not permitted pursuant to Section 14.3 below)2.1; (ii) any change the Company’s refusal to allow Executive to participate in its benefit programs (including welfare plans, retirement plans, disability plans and leave programs) provided by the Company to its employees, in accordance with terms of the applicable plans; (iii) a significant reduction of Executive’s title duties, title, position or reporting line or a reduction in authority or duties of employmentresponsibilities that is effected without Executive’s written consent; or (iiiiv) at any time within two (2) years after the Company no longer permits full-time remote working; providedoccurrence of a Change in Control, a required relocation of Executive's residence of more than 35 miles from the location of Executive's residence immediately before such Change in each caseControl. Notwithstanding the foregoing, Executive has provided must provide the Company with advance written notice reasonably detailing such grounds for Good Reason within ninety (90) days after of the occurrence thereof, and the Company fails Company’s conduct giving rise to cure such grounds for Good Reason within thirty (30) days after delivery to it following the occurrence of such written notice. To resign for Good Reason, Executive must provide the Company with a resignation notice within conduct and not less than thirty (30) days after prior to the proposed date of such resignation for Good Reason (the “Cure Period”) and during the Cure Period, the Company fails may attempt to cure rescind or correct the grounds for matter giving rise to Good Reason. Only if such notice is given and the Company does not rescind or correct the matter giving rise to Good Reason during the aforementioned thirty (30)-day cure period. Notwithstanding the foregoing, during the Term, in the event that the Company reasonably believes that Cure Period may Executive may have engaged in conduct that could constitute Cause hereunder, the Company may, in its sole and absolute discretion, suspend Executive from performing Executive’s duties hereunder for a period of up to sixty (60) days, and in such event such suspension shall not constitute an event pursuant to which Executive may terminate this Agreement with Good Reason; provided, however, that no such suspension shall alter the Company’s obligations under this Agreement (including, without limitation, its obligations to provide Executive compensation and benefits) during such period of suspension. Executive’s date of termination in the event Executive resigns Executive’s his employment for Good Reason shall be Reason. Such termination must occur no later than six (6) months after the effective date of Executive’s notice the initial existence of resignation, except that the Company may waive all any one or any part more of the above-referenced thirty (30)-day cure period, in which event Executive’s date of termination shall be the last day of such cure period circumstances that has not been waived or, if the entire cure period has been waived, the date that Executive provided notice of the grounds for first gave rise to Good Reason.

Resignation by Executive for Good Reason. Executive may resign (a) Upon the occurrence of any event described in this Section 6.4(a) below in the absence of Executive’s employment hereunder for Good Reasonexpress written consent or request (each such event, at any time. For the purpose of this Agreement, a “Good Reason” means: (i) any action or inaction that constitutes a material breach by ”), Executive shall have the Company of right to elect to terminate his employment under this Agreement or the Indemnification Agreement between from all (but not less than all) positions with the Company and Executive (refer to Section 14.3 below); (ii) any change in Executive’s title or reporting line or a reduction in authority or duties of employment; or (iii) the Company no longer permits full-time remote working; providedGroup by resignation, in each case, Executive has provided the Company with upon not less than thirty (30) days’ prior written notice reasonably detailing such grounds for Good Reason given within ninety one hundred twenty (90120) days after the occurrence thereof, and the Company fails event purportedly giving rise to cure such grounds for Good Reason within thirty (30) days after delivery to it of such written notice. To resign for Good Reason, Executive must provide the Company with a resignation notice within thirty (30) days after the Company fails to cure the grounds for Good Reason during the aforementioned thirty (30)-day cure period. Notwithstanding the foregoing, during the Term, in the event that the Company reasonably believes that Executive may have engaged in conduct that could constitute Cause hereunder, the Company may, in its sole and absolute discretion, suspend Executive from performing Executive’s duties hereunder for a period of up right to sixty (60) days, and in such event such suspension shall not constitute an event pursuant to which Executive may terminate this Agreement with Good Reasonelect; provided, however, that no the Company has not cured or otherwise corrected such suspension shall alter event prior to the expiration of such thirty (30) day period. (i) Any reduction by the Company of Executive’s Base Salary; (ii) Any change by the Company to the terms or conditions of Executive’s Bonus or any incentive plan (including any equity incentive plan) in which Executive participates that reduces the compensation received by Executive; (iii) Any relocation of Executive’s principal place of employment or the relocation of the Company’s obligations under this Agreement principal office or corporate headquarters to a location that is not within forty-five (including, without limitation, its obligations to provide Executive compensation and benefits45) during such period miles of suspension. Executive’s date current residence; (iv) Executive ceases to participate in long-term incentive plans (including any equity incentive plan) sponsored by the Company or its affiliates on terms and conditions similar to those applicable to other senior executive officers of termination the Company generally (except as specifically provided in the event last sentence of Section 4.3); or (v) The assignment to Executive resigns by the Company of any duties materially inconsistent with Executive’s employment for Good Reason shall be status with the Company or a substantial alteration in the nature or status of Executive’s responsibilities from those described in Section 3.1, or a reduction in Executive’s titles or offices as in effect as of immediately following the effective date of this Agreement, as applicable, or any removal of Executive from, or any failure to nominate or appoint Executive to any such positions other than as a result of Executive’s notice death, termination of resignationemployment (and other than as a result of Executive’s Disabling Condition or pending a determination that Cause exists), except or the failure to restore Executive to his responsibilities following his recovery from a Disabling Condition prior to his employment termination or following a determination that Cause does not exist; provided, that, for the avoidance of doubt, a failure to elect Executive to the Board shall constitute Good Reason under this Agreement. Executive agrees and acknowledges that the appointment by the Company may waive all or any part of a nonexecutive Chairman of the above-referenced thirty (30)-day cure period, in which event Executive’s date of termination Board or a lead director shall be the last day of such cure period that has not been waived or, if the entire cure period has been waived, the date that Executive provided notice of the grounds for constitute “Good Reason” hereunder.

Resignation by Executive for Good Reason. Executive may resign By Executive’s employment hereunder for Good Reason, at any time. For the purpose of this Agreement, “Good Reason” means: Executive's option: (i) any action or inaction that constitutes a material breach by because the Company has unreasonably reduced the role or responsibilities of Executive; (ii) because the Company causes Executive to report to someone other than the person who is the President and CEO on the Effective Date, without the consent of Executive; (iii) because the Company has reduced Executive's Base Salary from the level in effect immediately prior to such change, with the exception of a company-wide reduction of compensation due to economic considerations, provided that the foregoing shall not limit or derogate from the Company's obligations set forth in Section 4 above; (iv) because the Company has breached any material term of this Agreement or the Indemnification Agreement between the Company other than as noted in subsections (i) and Executive (refer to Section 14.3 below); H) above; (ii) any change in Executive’s title or reporting line or a reduction in authority or duties of employment; or (iiiv) the Company no longer permits full-time remote workingrelocates its principal executive office to a location more than 25 miles from its location on the Effective Date; providedor (vi) in the event of a Change of Control of the Company, as defined in each case, Executive has provided the Company with written notice reasonably detailing such grounds for Good Reason within ninety Section 6.6 hereof; (90) days after the occurrence thereof, and the Company fails to cure such grounds for Good Reason within thirty (30) days after delivery to it any of such written notice. To resign for Good Reason, Executive must provide the Company with a resignation notice within thirty (30) days after the Company fails to cure the grounds for Good Reason during the aforementioned thirty (30)-day cure period. Notwithstanding the foregoing, during the Term, in the event that the Company reasonably believes that Executive may have engaged in conduct that could constitute Cause hereunder, the Company may, in its sole and absolute discretion, suspend Executive from performing Executive’s duties hereunder for a period of up to sixty (60) days, and in such event such suspension shall not constitute an event pursuant to which Executive may terminate this Agreement with "Good Reason"); provided, however, that no such suspension shall alter with respect to subsections (i), (ii), (iii), (iv) and (v) above, the Company’s obligations under this Agreement 's right to terminate Executive shall be conditioned on (includingA) Executive giving the CEO or the Chairman of the Board of Directors written notice specifically referring to the pertinent subsection above and describing the specific circumstances and/or actions purportedly giving rise to the occurrence of such item; and (B) failure by the Company, without limitationwithin ten (10) days after receipt of any such notice, its obligations to provide Executive compensation and benefits) during cease the actions and/or cure, reinstate or rectify the circumstances described in such period notice to the reasonable satisfaction of suspensionExecutive. Executive’s date of termination in such event, the event Executive resigns Executive’s employment for Good Reason Termination Date shall be the effective date of Executive’s notice of resignation, except the Executive determines that Good Reason exists after the Company may waive all or any part expiration of the above-referenced thirty (30)-day foregoing cure or rectification period, in which if applicable. In the event Executive’s date of termination shall be the last day of such cure period that has not been waived or, if the entire cure period has been waived, the date that Executive provided notice of the grounds terminates this Agreement for Good Reason., the Company shall become obligated to make those payments set forth in Section 7 hereof

Resignation by Executive for Good Reason. Executive may resign (a) Except as provided in Section 6.4(b), upon the occurrence of any event described in this Section 6.4(a) below in the absence of Executive’s employment hereunder for Good Reasonexpress written consent or request (each such event, at any time. For the purpose of this Agreement, a “Good Reason” means: (i) any action or inaction that constitutes a material breach by ”), Executive shall have the Company of right to elect to terminate his employment under this Agreement or the Indemnification Agreement between from all (but not less than all) positions with the Company and Executive (refer to Section 14.3 below); (ii) any change in Executive’s title or reporting line or a reduction in authority or duties of employment; or (iii) the Company no longer permits full-time remote working; providedGroup by resignation, in each case, Executive has provided the Company with upon not less than thirty (30) days’ prior written notice reasonably detailing such grounds for Good Reason given within ninety one hundred twenty (90120) days after the occurrence thereof, and the Company fails event purportedly giving rise to cure such grounds for Good Reason within thirty (30) days after delivery to it of such written notice. To resign for Good Reason, Executive must provide the Company with a resignation notice within thirty (30) days after the Company fails to cure the grounds for Good Reason during the aforementioned thirty (30)-day cure period. Notwithstanding the foregoing, during the Term, in the event that the Company reasonably believes that Executive may have engaged in conduct that could constitute Cause hereunder, the Company may, in its sole and absolute discretion, suspend Executive from performing Executive’s duties hereunder for a period of up right to sixty (60) days, and in such event such suspension shall not constitute an event pursuant to which Executive may terminate this Agreement with Good Reasonelect; provided, however, that no the Company has not cured or otherwise corrected such suspension shall alter event prior to the expiration of such thirty (30) day period. (i) Any reduction by the Company of Executive’s Base Salary; (ii) Any change by the Company to the terms or conditions of Executive’s Bonus or any incentive plan (including any equity incentive plan) in which Executive participates that reduces the compensation received by Executive; (iii) Any relocation of Executive’s principal place of employment or the relocation of the Company’s obligations under this Agreement principal office or corporate headquarters to a location that is not within forty-five (including, without limitation, its obligations to provide Executive compensation and benefits45) during such period of suspension. Executive’s date of termination in the event Executive resigns Executive’s employment for Good Reason shall be the effective date miles of Executive’s notice current residence; (iv) Executive ceases to participate in long-term incentive plans (including any equity incentive plan) sponsored by the Company or its affiliates after the Closing, on terms and conditions similar to those applicable to other senior executive officers of resignationthe Company generally; or (v) The assignment to Executive by the Company of any duties materially inconsistent with Executive’s status with the Company or a substantial alteration in the nature or status of Executive’s responsibilities from those described in Section 3.1, except or a reduction in Executive’s titles or offices as in effect as of immediately following the Closing, as applicable, or any removal of Executive from, or any failure to nominate or appoint Executive to any such positions other than as a result of Executive’s death, termination of employment (and other than as a result of Executive’s Disabling Condition or pending a determination that Cause exists), or the failure to restore Executive to his responsibilities following his recovery from a Disabling Condition prior to his employment termination or following a determination that Cause does not exist; provided, that, for the avoidance of doubt, a failure to elect Executive to the Board shall constitute Good Reason under this Agreement. Executive agrees and acknowledges that the appointment by the Company may waive all or any part of a nonexecutive Chairman of the above-referenced thirty (30)-day cure period, in which event Executive’s date of termination Board or a lead director shall be the last day of such cure period that has not been waived or, if the entire cure period has been waived, the date that Executive provided notice of the grounds for constitute “Good Reason” hereunder.

Resignation by Executive for Good Reason. Executive may resign Executive’s employment hereunder for Good Reason, at any time, provided that Executive provides the Company with ten (10) days’ prior written notice of such resignation and such notice is given within thirty (30) days of when Good Reason first arises. For the purpose of this Agreement, “Good Reason” means: means (i) any action a material and substantial diminution in Executive’s duties, authority, or inaction responsibilities that constitutes would be inconsistent with Executive’s position (other than while Executive is temporarily physically or mentally incapacitated, as permitted under Section 8 below or as required by applicable law), (ii) a material failure by the Company to pay Executive’s compensation as provided for herein, other than an isolated, insubstantial and inadvertent failure not occurring in bad faith; (iii) a change in the location of Executive’s principal place of performance from other than that specified in Section 1 above; (iv) the occurrence of a Change of Control (as defined in Section 10(f)(i) hereof); (v) the failure by the Company to conduct an annual compensation review and adjustment in accordance with Section 3.3 above; or (vi) other material breach by the Company of a material provision of this Agreement or the Indemnification Agreement any other agreement between the Company and Executive Executive; provided (refer to Section 14.3 below); (iix) any change in Executive’s title or reporting line or a reduction in authority or duties of employment; or (iii) the Company no longer permits full-time remote working; provided, in each case, Executive has provided the Company with written notice reasonably detailing such the grounds for giving rise to Good Reason within ninety thirty (9030) days after of the occurrence thereofthereof or, if later, within thirty (30) days of the date upon which Executive first becomes aware of such grounds, and (y) the Company fails to cure such grounds for Good Reason within thirty (30) days after delivery to it of such written notice. To resign for Good Reason, Executive must provide the Company with a resignation notice within thirty (30) days after the Company fails to cure the grounds for Good Reason during the aforementioned thirty (30)-day cure period. Notwithstanding the foregoing, during the Term, in the event that the Company reasonably believes that Executive may have engaged in conduct that could constitute Cause hereunder, the Company may, in its sole and absolute discretion, suspend Executive from performing Executive’s duties hereunder for a period of up to sixty (60) days, and in such event such suspension shall not constitute an event pursuant to which Executive may terminate this Agreement with Good Reason; provided, however, that no such suspension shall alter the Company’s obligations under this Agreement (including, without limitation, its obligations to provide Executive compensation and benefits) during such period of suspension. Executive’s date of termination in the event Executive resigns Executive’s his employment for Good Reason shall be the effective date of Executive’s notice of resignationresignation for Good Reason, except that the Company may waive all or any part of the above-referenced thirty (30)-day 10-day notice period or of the 30-day cure period, in which event Executive’s date of termination shall be the last day of such notice or cure period that has not been waived or, if the entire notice or cure period has been waived, the date that Executive provided notice of the grounds event giving rise to Good Reason or of his resignation for Good Reason. For the avoidance of doubt, Executive’s exclusive remedy against the Company in the event the Company materially breaches this Agreement is to invoke the provisions of this Section 6.4 and Section 7 below.

Resignation by Executive for Good Reason. The Executive may resign Executive’s terminate his employment hereunder for Good Reason, at any time. For the purpose (which shall constitute a termination of this Agreement) upon thirty (30) days’ written notice to the Company of his resignation for Good Reason (as defined below), detailing the circumstances constituting Good Reason; provided that the Company in its sole discretion may elect to add any portion of such notice to the Severance Period (defined below) rather than have Executive work the full notice. As used herein, “Good Reason” meansshall mean any of the following without the Executive’s consent: (i) any action or inaction that constitutes a material breach by the Company of this Agreement or the Indemnification any other Agreement between the Company and Executive (refer to Section 14.3 below)Executive; (ii) any change a requirement that Executive do anything that the Executive believes in Executive’s title or reporting line or a reduction good faith to be illegal after consulting with an attorney duly licensed to practice and in authority or duties good standing with the Bar of employmentthe applicable state; or (iii) a material reduction in Executive’s compensation or benefits, provided that the foregoing factors (i) – (iii) shall only constitute “Good Reason” in the event that Executive provides the Company no longer permits full-time remote working; provided, in each case, Executive has provided the Company with written notice reasonably detailing such grounds for of the circumstances that would constitute “Good Reason within ninety (90) days after the occurrence thereof, Reason” if not cured as provided herein and the Company fails to does not cure such grounds for Good Reason circumstances within thirty (30) days after delivery to it of receipt of such written notice. To resign In the event of termination of Executive’s employment for Good Reason, Executive must provide the Company shall pay Executive all compensation, benefits and reimbursable expenses accrued through the effective date of termination or as required by law, and shall comply with a resignation notice within thirty (30) days after the terms of any applicable benefits plans and agreements between the Company fails to cure and the grounds for Good Reason during the aforementioned thirty (30)-day cure period. Notwithstanding the foregoing, during the TermExecutive; and, in the event that the Company reasonably believes Executive resigns his employment hereunder with Good Reason prior to July 1, 2020, and provided that Executive may have engaged (i) signs and returns to the Company a timely and effective separation agreement containing a general release of claims and other customary terms in conduct that could constitute Cause hereunderthe form provided by the Company at the time employment is terminated (the “Separation Agreement”) and (ii) continues to comply with his post-employment covenants in this Agreement and any other agreement between the Executive and the Company, the Company may, in its sole and absolute discretion, suspend Executive from performing will continue to pay Executive’s duties hereunder Base Salary, less taxes and other legally required deductions (“Severance Pay”) for a period of up to sixty (60) days, and in such event such suspension shall not constitute an event pursuant to which Executive may terminate this Agreement with Good Reason; provided, however, that no such suspension shall alter 3 months following the Company’s obligations under this Agreement (including, without limitation, its obligations to provide Executive compensation and benefits) during such period of suspension. Executive’s date of termination in the event Executive resigns (“Severance Period”), and upon Executive’s employment for Good Reason shall be timely election of statutory continuation coverage the effective date of Company will pay on Executive’s notice behalf or reimburse Executive for the cost of resignation, except that the Company may waive all or any part statutory continuation coverage for eligible group insurance benefits (minus Executive’s share of the above-referenced thirty (30)-day cure period, in which event Executive’s date premiums for such insurance at the same rate as during employment) for the shorter of termination shall be the last day amount of such cure period that has not been waived or, if the entire cure period has been waived, the date time that Executive provided notice continues such benefits and the remainder of the grounds for Good Reason.Initial Term..

Resignation by Executive for Good Reason. Executive may resign Executive’s employment hereunder for Good Reason, at any time, provided that Executive provides the Company with ten (10) days’ prior written notice of such resignation and such notice is given within thirty (30) days of when Good Reason first arises. For the purpose of this Agreement, “Good Reason” means: means (i) any action a material and substantial diminution in Executive’s duties, authority, or inaction responsibilities that constitutes would be inconsistent with Executive’s position (other than while Executive is temporarily physically or mentally incapacitated or as required by applicable law), (ii) a material failure by the Company to pay Executive’s Base Salary as provided for herein, other than an isolated, insubstantial and inadvertent failure not occurring in bad faith; (iii) a change in the location of Executive’s principal place of performance to outside of New Jersey; or (iv) other material breach by the Company of a material provision of this Agreement or the Indemnification Agreement between the Company and Executive Agreement; provided (refer to Section 14.3 below); (iix) any change in Executive’s title or reporting line or a reduction in authority or duties of employment; or (iii) the Company no longer permits full-time remote working; provided, in each case, Executive has provided the Company with written notice reasonably detailing such the grounds for giving rise to Good Reason within ninety thirty (9030) days after of the occurrence thereofthereof or, if later, within thirty (30) days of the date upon which Executive first becomes aware of such grounds, and (y) the Company fails to cure such grounds for Good Reason within thirty (30) days after delivery to it of such written notice. To resign for Good Reason, Executive must provide the Company with a resignation notice within thirty (30) days after the Company fails to cure the grounds for Good Reason during the aforementioned thirty (30)-day cure period. Notwithstanding the foregoing, during the Term, in the event that the Company reasonably believes that Executive may have engaged in conduct that could constitute Cause hereunder, the Company may, in its sole and absolute discretion, suspend Executive from performing Executive’s duties hereunder for a period of up to sixty (60) days, and in such event such suspension shall not constitute an event pursuant to which Executive may terminate this Agreement with Good Reason; provided, however, that no such suspension shall alter the Company’s obligations under this Agreement (including, without limitation, its obligations to provide Executive compensation and benefits) during such period of suspension. Executive’s date of termination in the event Executive resigns Executive’s employment for Good Reason shall be the effective date of Executive’s notice of resignationresignation for Good Reason, except that the Company may waive all or any part of the above-referenced thirty (30)-day 10-day notice period or of the 30-day cure period, in which event Executive’s date of termination shall be the last day of such notice or cure period that has not been waived or, if the entire notice or cure period has been waived, the date that Executive provided notice of the grounds event giving rise to Good Reason or of Executive’s resignation for Good Reason.

Resignation by Executive for Good Reason. Executive may resign Executive’s employment hereunder for Good Reason, at any time, provided that Executive provides the Company with ten (10) days’ prior written notice of such resignation and such notice is given within thirty (30) days of when Good Reason first arises. For the purpose of this Agreement, “Good Reason” means: means (i) any action a material and substantial diminution in Executive’s duties, authority, or inaction responsibilities that constitutes would be inconsistent with Executive’s position (other than while Executive is temporarily physically or mentally incapacitated, as permitted under Section 8 below or as required by applicable law), (ii) a material failure by the Company to pay Executive’s compensation as provided for herein, other than an isolated, insubstantial and inadvertent failure not occurring in bad faith; (iii) a change in the location of Executive’s principal place of performance from other than that specified in Section 1 above; (iv) the failure by the Company to conduct an annual compensation review and adjustment in accordance with Section 3.3 above; or (v) other material breach by the Company of a material provision of this Agreement or the Indemnification Agreement any other agreement between the Company and Executive Executive; provided (refer to Section 14.3 below); (iix) any change in Executive’s title or reporting line or a reduction in authority or duties of employment; or (iii) the Company no longer permits full-time remote working; provided, in each case, Executive has provided the Company with written notice reasonably detailing such the grounds for giving rise to Good Reason within ninety thirty (9030) days after of the occurrence thereofthereof or, if later, within thirty (30) days of the date upon which Executive first becomes aware of such grounds, and (y) the Company fails to cure such grounds for Good Reason within thirty (30) days after delivery to it of such written notice. To resign for Good Reason, Executive must provide the Company with a resignation notice within thirty (30) days after the Company fails to cure the grounds for Good Reason during the aforementioned thirty (30)-day cure period. Notwithstanding the foregoing, during the Term, in the event that the Company reasonably believes that Executive may have engaged in conduct that could constitute Cause hereunder, the Company may, in its sole and absolute discretion, suspend Executive from performing Executive’s duties hereunder for a period of up to sixty (60) days, and in such event such suspension shall not constitute an event pursuant to which Executive may terminate this Agreement with Good Reason; provided, however, that no such suspension shall alter the Company’s obligations under this Agreement (including, without limitation, its obligations to provide Executive compensation and benefits) during such period of suspension. Executive’s date of termination in the event Executive resigns Executive’s his employment for Good Reason shall be the effective date of Executive’s notice of resignationresignation for Good Reason, except that the Company may waive all or any part of the above-referenced thirty (30)-day 10-day notice period or of the 30-day cure period, in which event Executive’s date of termination shall be the last day of such notice or cure period that has not been waived or, if the entire notice or cure period has been waived, the date that Executive provided notice of the grounds event giving rise to Good Reason or of his resignation for Good Reason. For the avoidance of doubt, Executive’s exclusive remedy against the Company in the event the Company materially breaches this Agreement is to invoke the provisions of this Section 6.4 and Section 7 below.

Resignation by Executive for Good Reason. Executive may resign Executive’s employment hereunder for Good Reason, at any time. For the purpose of this Agreement, “Good Reason” means: (i) any action or inaction that constitutes a material breach by the Company of this Agreement or the Indemnification Agreement between the Company and Executive (refer to Section 14.3 below); (ii) any change in Executive’s title or reporting line or a reduction in authority or duties of employment; or (iii) the Company no longer permits full-time remote working; provided, in each case, Executive has provided the Company with written notice reasonably detailing such grounds for Good Reason within ninety (90) days after the occurrence thereof, and the Company fails to cure such grounds for Good Reason within thirty (30) days after delivery to it of such written notice. To resign for Good Reason, Executive must provide the Company with a resignation notice within thirty (30) days after the Company fails to cure the grounds for Good Reason during the aforementioned thirty (30)-day cure period. Notwithstanding the foregoing, during the Term, in In the event that the Company reasonably believes shall during the term of this contract (i) fail to continue the appointment of the Executive as Chairman and Chief Executive Officer, (ii) reduce the Executive’s annual salary below the minimum amount specified in Appendix A, (iii) materially diminish the duties or responsibilities of the Executive as Chairman and Chief Executive Officer, as the same are set forth hereinabove, (iv) assign to the Executive such duties and responsibilities inconsistent with his position as Chairman and Chief Executive Officer, or (v) materially change the geographic location of the Executive’s principal office to a location that is more than thirty (30) miles away (each of the foregoing hereinafter referred to as a “Triggering Event”), then the Executive may have engaged in conduct that could constitute Cause hereunder, give notice to the Company mayof his election to terminate this Agreement pursuant to this Section, in its sole and absolute discretion, suspend Executive from performing Executive’s duties hereunder for a period of up to effective sixty (60) daysdays from the date of such notice, unless the Company shall have cured the default giving rise to his Notice of Termination. Such notice from the Executive shall state the Triggering Event that provides the grounds for his termination, and such notice must be given, if at all, within one hundred and twenty (120) days of the occurrence of the Triggering Event referred to as providing such grounds for termination. Within the sixty (60) day period specified in the Executive’s notice to the Company, the Executive and the Board shall discuss in good faith what actions the Board might take, and by what date, to cure the default involved in the Triggering Event specified by the Executive. If within that sixty (60) day period the Board and the Executive are unable to agree in writing upon a cure or the date by which such event such suspension cure shall not constitute an event pursuant to which Executive may terminate this Agreement with Good Reason; be provided, however, that no such suspension the Executive’s termination shall alter be effective on the date specified in his original notice to the Company’s obligations . If within such sixty (60) day period the Board and the Executive shall agree in writing upon a cure and the date by which it shall be provided, then on such date the Executive shall notify the Board either (i) that the cure has been satisfactorily provided, and the Executive is willing to continue his employment under this Agreement pursuant to the terms hereof (includingexcept as such terms may have been altered by the agreed-upon cure), without limitation, its obligations to provide Executive compensation and benefitsor (ii) during such period of suspension. Executive’s date of termination in the event Executive resigns Executive’s employment for Good Reason shall be the effective date of Executive’s notice of resignation, except that the Company may waive all or any part of the above-referenced thirty (30)-day cure period, in which event Executive’s date of termination shall be the last day of such cure period that has not been waived or, if satisfactorily provided and the entire cure period has been waived, the date that Executive provided notice of the grounds for Good Reasonis terminating his employment hereunder effective immediately.

Resignation by Executive for Good Reason. If any of the events described below occurs during the Employment Term, Executive may resign terminate Executive’s employment hereunder for Good ReasonReason by written notice to the Company identifying the event or omission constituting Good Reason not more than one (1) month following the occurrence of such event and, at any time. For in the purpose case of this Agreementsubclauses (ii), “Good Reason” means: (iiii), or (iv) any action or inaction that constitutes below, a material breach failure by the Company of this Agreement or the Indemnification Agreement between the Company and Executive (refer to Section 14.3 below); (ii) any change in Executive’s title or reporting line or a reduction in authority or duties of employment; or (iii) the Company no longer permits full-time remote working; provided, in each case, Executive has provided the Company with written notice reasonably detailing such grounds for Good Reason within ninety (90) days after the occurrence thereof, and the Company fails to cure such grounds for Good Reason act or omission within thirty (30) days after delivery to it receipt of such written notice. To resign for Good ReasonIn the event that Executive elects to terminate employment pursuant to this Section 6(d), Executive must provide the Company with a resignation notice within thirty Employment Term and Executive’s employment hereunder will be terminated effective as of the later of thirty-one (3031) days after the Company fails to cure the grounds for Good Reason during the aforementioned thirty (30)-day cure period. Notwithstanding the foregoing, during the Term, in the event that the Company reasonably believes that Executive may have engaged in conduct that could constitute Cause hereunder, the Company may, in its sole and absolute discretion, suspend Executive from performing Executive’s duties hereunder for a period of up to sixty (60) days, and in such event such suspension shall not constitute an event pursuant to which Executive may terminate this Agreement with Good Reason; provided, however, that no such suspension shall alter the Company’s obligations under this Agreement (including, without limitation, its obligations to provide Executive compensation and benefits) during such period of suspension. Executive’s date of termination in the event Executive resigns Executive’s employment for Good Reason shall be the effective date receipt of Executive’s notice of resignationtermination or thirty-one (31) days after the event, except that and Executive’s resignation for Good Reason pursuant to this Section 6(d) shall be treated for all purposes as a termination without Cause pursuant to Section 6(c) and the provisions of Section 6(c) shall apply to such termination, including the payment of Severance. The occurrence of any of the following events without Executive’s consent shall permit Executive to terminate Executive’s employment for “Good Reason” pursuant to this Section 6(d): (i) The failure by the Company may waive all to observe or comply in any part material respect with any of the above-referenced thirty material provisions of this Agreement; (30)-day cure period, ii) A material diminution in which event Executive’s date duties; (iii) The assignment to Executive of termination shall be duties that are materially inconsistent with Executive’s duties or that materially impair Executive’s ability to function as the last day General Counsel of the Company; or (iv) The relocation of Executive’s primary office from a location that is more than 50 miles from both (a) the Company’s executive office that constitutes Executive’s primary office location at the time of relocation and (b) Executive’s primary residence at the time of such cure period that has not been waived or, if the entire cure period has been waivedrelocation. Except as specifically set forth in Section 9 hereof, the date that Company shall have no further obligations to Executive provided notice of the grounds for Good Reasonunder this Agreement.

Resignation by Executive for Good Reason. Executive may resign Executive’s employment hereunder for Good Reason, at any timeReason by written notice of such resignation in compliance with the terms of this Section 6.4. For the purpose of this Agreement, “Good Reason” means: means (i) any action a material and substantial diminution in Executive’s duties, authority, or inaction responsibilities that constitutes would be inconsistent with Executive’s position (other than while Executive is temporarily physically or mentally incapacitated, as permitted under this Section 6.4 and Section 8 below, or as required by applicable law), (ii) a material failure by the Company to pay Executive’s compensation as provided for herein; or (iii) other material breach by the Company of a material provision of this Agreement or the Indemnification Agreement any other agreement between the Company and Executive (refer to Section 14.3 below); (ii) any change in Executive’s title or reporting line or a reduction in authority or duties of employment; or (iii) the Company no longer permits full-time remote working; provided, in each casehowever, that such event shall constitute Good Reason only if (x) Executive has provided the Company with written notice reasonably detailing such grounds for the event giving rise to Good Reason within ninety thirty (9030) days after the initial occurrence thereofthereof or, and if later, within thirty (30) days after the date upon which Executive first becomes aware of such event, (y) the Company fails to cure such grounds for Good Reason event within thirty (30) days after delivery to it of such written notice. To resign ; and (z) Executive actually terminates Executive’s employment for such uncured Good ReasonReason event, Executive must provide the Company with a resignation notice on at least ten (10) days’ prior written notice, within thirty (30) days after following the Company fails to cure the grounds for Good Reason during the aforementioned expiration of such thirty (30)-day cure period30) day period referred to in clause (y) above. Notwithstanding the foregoing, during the TermEmployment Period, in the event that the Company reasonably believes that Executive may have engaged in conduct that could constitute Cause hereunder, the Company may, in its sole and absolute discretion, suspend Executive from performing or alter Executive’s duties hereunder for a period of up to sixty (60) days, and in such event such suspension shall not constitute an event pursuant to which Executive may terminate this Agreement with Good Reason; provided, however, that no such suspension shall alter the Company’s obligations under this Agreement (including, without limitation, its obligations to provide Executive compensation and benefits) during such period of suspension. Executive’s date of termination in the event Executive resigns Executive’s employment for Good Reason shall be the effective date of Executive’s notice of resignationresignation for Good Reason, except that the Company may waive all or any part of the above-referenced thirty (30)-day 10-day notice period or of the 30-day cure periodperiod in accordance with Section 8 below, in which event Executive’s date of termination shall be the last day of such notice or cure period that has not been waived or, if the entire notice or cure period has been waived, the date that Executive provided notice of the grounds event giving rise to Good Reason or of Executive’s resignation for Good Reason.

Resignation by Executive for Good Reason. Resignation by Executive may resign Executive’s employment hereunder for Good Reason, at any time. For the purpose of this Agreement, “Good Reason” means: shall mean (i) any action or inaction that constitutes a material breach by if the Company of this Agreement or Employer, without Executive’s prior written consent thereto, reduces Executive’s Base Salary from the Indemnification Agreement between the Company and Executive (refer to Section 14.3 below)amount then in effect; (ii) any change in relocation of Executive’s title primary work place fifteen (15) miles or reporting line or a reduction in authority or duties more from the current location of employmentthe Employer’s office without Executive’s written consent; or (iii) material breach of this Agreement by the Company Employer, with the parties acknowledging and agreeing that a series of breaches may be aggregated to become a material breach; provided that no longer permits full-time remote working; provided, in each case, Executive has provided the Company with written notice reasonably detailing such grounds resignation hereunder shall constitute resignation for Good Reason unless: (I) Executive gives written notice of the event constituting Good Reason to the Board within ninety sixty (9060) days after of Executive gaining actual knowledge of such event (which, solely with respect to subsection (iii), shall be deemed to be the occurrence thereof, date of the most recent breach); and (II) the Company Employer (or its successors or assigns) fails to cure such grounds for Good Reason event, if curable, within thirty (30) days after delivery to it of the receipt of notice of such event from Executive; and (III) Executive delivers written notice. To resign for Good Reason, Executive must provide the Company with a notice of resignation notice within thirty (30) days after of the Company fails to expiration of the cure the grounds period described in clause (II). If Executive’s employment is terminated by Executive for Good Reason during Reason, Executive shall be entitled to receive: (a) Executive’s accrued but unused and unpaid paid time off, if any, as of the aforementioned thirty date of termination; (30)-day cure period. Notwithstanding b) subject to timely (i.e., within the foregoingtimeframe for election under applicable law) Executive electing COBRA continuation coverage, during reimbursement of Executive’s out-of-pocket COBRA premium payments for COBRA continuation coverage under the TermEmployer’s group health plan for Executive and Executive’s eligible dependents (plus a “gross up” amount equal to any income taxes owed by Executive to the extent such COBRA reimbursements are paid on an after-tax basis to comply with applicable tax law), in each case until the event that earlier of (I) the Company reasonably believes that end of the Severance Period or (II) the date on which Executive may have engaged in conduct that could constitute Cause hereunder, first becomes eligible for coverage under the Company may, in its sole health insurance plan of a new employer; and absolute discretion, suspend Executive from performing Executive’s duties hereunder (c) for a period of up equal to sixty (60) daysthe Severance Period, and in such event such suspension shall not constitute an event pursuant to which Executive may terminate this Agreement with Good Reason; provided, however, that no such suspension shall alter beginning on the Company’s obligations under this Agreement (including, without limitation, its obligations to provide Executive compensation and benefits) during such period of suspension. Executive’s date of termination in the event Executive resigns of Executive’s employment for Good Reason shall be pursuant to this Section 5.1(b), Executive’s Base Salary as in effect immediately prior to the effective date of the termination of Executive’s notice of resignationemployment, except that payable in installments in accordance with the Company may waive all or any part customary payroll practices of the above-referenced thirty (30)-day cure period, Employer in which event Executive’s effect on the date of termination termination. It is agreed and understood that Executive shall be entitled to receive the last day amounts set forth in clauses (b) and (c) of such cure period that this Section 5.1(b) if and only if Executive has executed and delivered the Release to the Employer within the time limitations set forth in Section 6.3, the Release has become effective, and so long as Executive has not been waived or, if revoked the entire cure period has been waived, Release within the date that Executive time frame provided notice in Section 6 or materially breached the provisions of the grounds for Good ReasonRelease, or Section 7 or Section 8 of this Agreement.

Resignation by Executive for Good Reason. Executive may resign Executive’s employment hereunder for Good Reason, at any time, provided that Executive provides the Company with ten (10) days’ prior written notice of such resignation and such notice is given within thirty (30) days of when Good Reason first arises. For the purpose of this Agreement, “"Good Reason” means: " means (i) any action a material and substantial diminution in Executive’s duties, authority, or inaction responsibilities that constitutes would be inconsistent with Executive’s position (other than while Executive is temporarily physically or mentally incapacitated, as permitted under Section 6.2 above or as required by applicable law), (ii) a material failure by the Company to pay Executive’s compensation as provided for herein, other than an isolated, insubstantial and inadvertent failure not occurring in bad faith; (iii) a change in the location of Executive’s principal place of performance from other than that specified in Section 1 above; (iv) the failure by the Company to conduct an annual compensation review and adjustment in accordance with Section 3.3 above; or (v) other material breach by the Company of a material provision of this Agreement or the Indemnification Agreement any other agreement between the Company and Executive Executive; provided (refer to Section 14.3 below); (iix) any change in Executive’s title or reporting line or a reduction in authority or duties of employment; or (iii) the Company no longer permits full-time remote working; provided, in each case, Executive has provided the Company with written notice reasonably detailing such the grounds for giving rise to Good Reason within ninety thirty (9030) days after of the occurrence thereofthereof or, if later, within thirty (30) days of the date upon which Executive first becomes aware of such grounds, and (y) the Company fails to cure such grounds for Good Reason within thirty (30) days after delivery to it of such written notice. To resign for Good Reason, Executive must provide the Company with a resignation notice within thirty (30) days after the Company fails to cure the grounds for Good Reason during the aforementioned thirty (30)-day cure period. Notwithstanding the foregoing, during the Term, in the event that the Company reasonably believes that Executive may have engaged in conduct that could constitute Cause hereunder, the Company may, in its sole and absolute discretion, suspend Executive from performing Executive’s duties hereunder for a period of up to sixty (60) days, and in such event such suspension shall not constitute an event pursuant to which Executive may terminate this Agreement with Good Reason; provided, however, that no such suspension shall alter the Company’s obligations under this Agreement (including, without limitation, its obligations to provide Executive compensation and benefits) during such period of suspension. Executive’s date of termination in the event Executive resigns Executive’s his employment for Good Reason shall be the effective date of Executive’s notice of resignationresignation for Good Reason, except that the Company may waive all or any part of the above-referenced thirty (30)-day 10-day notice period or of the 30-day cure period, in which event Executive’s date of termination shall be the last day of such notice or cure period that has not been waived or, if the entire notice or cure period has been waived, the date that Executive provided notice of the grounds event giving rise to Good Reason or of his resignation for Good Reason. For the avoidance of doubt, Executive’s exclusive remedy against the Company in the event the Company materially breaches this Agreement is to invoke the provisions of this Section 6.4 and Section 7 below.

Resignation by Executive for Good Reason. Executive may resign Executive’s employment hereunder for Good Reason, at any time, provided that Executive provides the Company with ten (10) days’ prior written notice of such resignation and such notice is given within thirty (30) days of when Good Reason first arises. For the purpose of this Agreement, “Good Reason” means: means (i) any action a material and substantial diminution in Executive’s duties, authority, or inaction responsibilities that constitutes would be inconsistent with Executive’s position (other than while Executive is temporarily physically or mentally incapacitated, as permitted under Section 6.2 above or as required by applicable law), (ii) a material failure by the Company to pay Executive’s compensation as provided for herein, other than an isolated, insubstantial and inadvertent failure not occurring in bad faith; (iii) a change in the location of Executive’s principal place of performance from other than that specified in Section 1 above; (iv) the failure by the Company to conduct an annual compensation review and adjustment in accordance with Section 3.3 above; or (v) other material breach by the Company of a material provision of this Agreement or the Indemnification Agreement any other agreement between the Company and Executive Executive; provided (refer to Section 14.3 below); (iix) any change in Executive’s title or reporting line or a reduction in authority or duties of employment; or (iii) the Company no longer permits full-time remote working; provided, in each case, Executive has provided the Company with written notice reasonably detailing such the grounds for giving rise to Good Reason within ninety thirty (9030) days after of the occurrence thereofthereof or, if later, within thirty (30) days of the date upon which Executive first becomes aware of such grounds, and (y) the Company fails to cure such grounds for Good Reason within thirty (30) days after delivery to it of such written notice. To resign for Good Reason, Executive must provide the Company with a resignation notice within thirty (30) days after the Company fails to cure the grounds for Good Reason during the aforementioned thirty (30)-day cure period. Notwithstanding the foregoing, during the Term, in the event that the Company reasonably believes that Executive may have engaged in conduct that could constitute Cause hereunder, the Company may, in its sole and absolute discretion, suspend Executive from performing Executive’s duties hereunder for a period of up to sixty (60) days, and in such event such suspension shall not constitute an event pursuant to which Executive may terminate this Agreement with Good Reason; provided, however, that no such suspension shall alter the Company’s obligations under this Agreement (including, without limitation, its obligations to provide Executive compensation and benefits) during such period of suspension. Executive’s date of termination in the event Executive resigns Executive’s his employment for Good Reason shall be the effective date of Executive’s notice of resignationresignation for Good Reason, except that the Company may waive all or any part of the above-referenced thirty (30)-day 10-day notice period or of the 30-day cure period, in which event Executive’s date of termination shall be the last day of such notice or cure period that has not been waived or, if the entire notice or cure period has been waived, the date that Executive provided notice of the grounds event giving rise to Good Reason or of his resignation for Good Reason. For the avoidance of doubt, Executive’s exclusive remedy against the Company in the event the Company materially breaches this Agreement is to invoke the provisions of this Section 6.4 and Section 7 below.

Resignation by Executive for Good Reason. Upon the occurrence of any event described in this Section 6.4 below in the absence of Executive's express written consent or request, Executive may resign Executive’s shall have the right to elect to terminate his employment hereunder for Good Reason, at any time. For the purpose of this Agreement, “Good Reason” means: (i) any action or inaction that constitutes a material breach by the Company of under this Agreement or the Indemnification Agreement between from all (but not less than all) positions with the Company and Executive its subsidiaries by resignation, upon not less than thirty (refer to Section 14.3 below); (ii30) any change in Executive’s title or reporting line or a reduction in authority or duties of employment; or (iii) the Company no longer permits full-time remote working; provided, in each case, Executive has provided the Company with days' prior written notice reasonably detailing such grounds for Good Reason given within ninety one hundred twenty (90120) days after the occurrence thereof, and the Company fails event purportedly giving rise to cure such grounds for Good Reason within thirty (30) days after delivery Executive's right to it of such written notice. To resign for Good Reason, Executive must provide the Company with a resignation notice within thirty (30) days after the Company fails to cure the grounds for Good Reason during the aforementioned thirty (30)-day cure period. Notwithstanding the foregoing, during the Term, in the event that the Company reasonably believes that Executive may have engaged in conduct that could constitute Cause hereunder, the Company may, in its sole and absolute discretion, suspend Executive from performing Executive’s duties hereunder for a period of up to sixty (60) days, and in such event such suspension shall not constitute an event pursuant to which Executive may terminate this Agreement with Good Reasonelect; provided, however, that no the Company has not cured or otherwise corrected such suspension shall alter event prior to the expiration of such 30-day period. (a) Any reduction by the Company of Executive's Base Salary; (b) Any relocation of Executive's principal place of employment or the relocation of the Company’s obligations 's principal office or corporate headquarters to a location which is not within forty-five (45) miles of either the City of Baltimore, Maryland or the Borough of Kennett Square, Pennsylvania, or a failure to allow Executive, upon written request to the Board, to establish a principal Company office in a city of his choice following the second anniversary of the Effective Date or, once established, the relocation of Executive more than twenty-five (25) miles from such office; (c) The assignment to Executive by the Company of any duties inconsistent with Executive's status with the Company or a substantial alteration in the nature or status of Executive's responsibilities from those described in Section 3.1, or a reduction in Executive's titles or offices as in effect as of the Effective Date or the CEO Appointment Date, as applicable, or any removal of Executive from, or any failure to nominate or appoint Executive to any such positions other than as a result of Executive's death, termination of employment (and other than as a result of Executive's Disabling Condition or pending a determination that Cause exists), or the failure to restore Executive to his responsibilities following his recovery from a Disabling Condition prior to his employment termination or following a determination that Cause does not exist; provided, that, a failure of the Company's shareholders to elect Executive to the Board shall not constitute Good Reason under this Agreement; (d) Any liquidation or dissolution of the Company, unless the voting common equity interests of an ongoing entity (other than a liquidating trust) are beneficially owned, directly or indirectly, by the same persons in substantially the same proportions as such persons' ownership immediately prior to such liquidation or dissolution, and such ongoing entity assumes all existing obligations of the Company to Executive under this Agreement; (e) Any material breach of this Agreement by the Company; or (including, without limitation, its obligations f) The Company engages in any activity which would cause Executive to provide violate any of the covenants of Executive compensation and benefits) during such period of suspension. Executive’s date of termination contained in the event consulting agreement between Executive resigns and Executive’s employment for Good Reason shall be 's former employer (the effective date "Consulting Agreement"), or the Company requires that Executive engage in any activity which would cause Executive to violate any of Executive’s notice the covenants of resignationExecutive contained in the Consulting Agreement, except if Section 6.7 of this Agreement applies. Executive agrees and acknowledges that neither the occurrence nor the failure to occur of the Distribution and the other transactions contemplated by the Separation and Distribution Agreement shall constitute "Good Reason" hereunder. Executive agrees and acknowledges further that the appointment by the Company may waive all or any part of a non-executive Chairman of the above-referenced thirty (30)-day cure period, in which event Executive’s date of termination Board or a lead director shall be the last day of such cure period that has not been waived or, if the entire cure period has been waived, the date that Executive provided notice of the grounds for constitute "Good Reason" hereunder.

Resignation by Executive for Good Reason. Executive may resign Executive’s his employment hereunder for Good Reason, at any time, provided that Executive provides the Company with ten (10) days’ prior written notice of such resignation and such notice is given within thirty (30) days of when Good Reason first arises. For the purpose of this Agreement, “"Good Reason” means: " means (i) any action a material and substantial diminution in Executive’s duties, authority, or inaction responsibilities that constitutes would be inconsistent with Executive’s position (other than while Executive is temporarily physically or mentally incapacitated or as required by applicable law), (ii) a material failure by the Company to pay Executive’s Base Salary as provided for herein; (iii) a material reduction of the employment benefits provided for herein (which reduction is not applicable to other employees), (iv) a requirement that Executive report to a person other than the Board; or (v) other material breach by the Company of a material provision of this Agreement or the Indemnification Agreement between the Company and Executive Agreement; provided (refer to Section 14.3 below); (iii) any change in Executive’s title or reporting line or a reduction in authority or duties of employment; or (iii) the Company no longer permits full-time remote working; provided, in each case, Executive has provided the Company with written notice reasonably detailing such grounds for Good Reason breach within ninety thirty (9030) days after of the occurrence thereofthereof or, if later, within thirty (30) days of the date upon which Executive first becomes aware of such breach, and (ii) the Company fails to cure such grounds for Good Reason breach within thirty (30) days after delivery to it of such written notice. To resign for Good Reason, Executive must provide the Company with a resignation notice within thirty (30) days after the Company fails to cure the grounds for Good Reason during the aforementioned thirty (30)-day cure period. Notwithstanding the foregoing, during the Term, in the event that the Company reasonably believes that Executive may have engaged in conduct that could constitute Cause hereunder, the Company may, in its sole and absolute discretion, suspend Executive from performing Executive’s duties hereunder for a period of up to sixty (60) days, and in such event such suspension shall not constitute an event pursuant to which Executive may terminate this Agreement with Good Reason; provided, however, that no such suspension shall alter the Company’s obligations under this Agreement (including, without limitation, its obligations to provide Executive compensation and benefits) during such period of suspension. Executive’s date of termination in the event Executive resigns Executive’s his employment for Good Reason shall be the effective date of Executive’s notice of resignationresignation for Good Reason, except that the Company may waive all or any part of the above-referenced thirty (30)-day 10-day notice period or of the 30-day cure period, in which event Executive’s date of termination shall be the last day of such notice or cure period that has not been waived or, if the entire notice or cure period has been waived, the date that Executive provided notice of the grounds event giving rise to Good Reason or of his resignation for Good Reason.

Resignation by Executive for Good Reason. If any of the events described below occurs during the Employment Term, Executive may resign terminate Executive’s employment hereunder for Good ReasonReason by written notice to the Company identifying the event or omission constituting Good Reason not more than one (1) month following the occurrence of such event and, at any time. For in the purpose case of this Agreementsubclauses (ii), “Good Reason” means: (iiii), or (iv) any action or inaction that constitutes below, a material breach failure by the Company of this Agreement or the Indemnification Agreement between the Company and Executive (refer to Section 14.3 below); (ii) any change in Executive’s title or reporting line or a reduction in authority or duties of employment; or (iii) the Company no longer permits full-time remote working; provided, in each case, Executive has provided the Company with written notice reasonably detailing such grounds for Good Reason within ninety (90) days after the occurrence thereof, and the Company fails to cure such grounds for Good Reason act or omission within thirty (30) days after delivery to it receipt of such written notice. To resign for Good ReasonIn the event that Executive elects to terminate employment pursuant to this Section 6(d), Executive must provide the Company with a resignation notice within thirty Employment Term and Executive’s employment hereunder will be terminated effective as of the later of thirty-one (3031) days after the Company fails to cure the grounds for Good Reason during the aforementioned thirty (30)-day cure period. Notwithstanding the foregoing, during the Term, in the event that the Company reasonably believes that Executive may have engaged in conduct that could constitute Cause hereunder, the Company may, in its sole and absolute discretion, suspend Executive from performing Executive’s duties hereunder for a period of up to sixty (60) days, and in such event such suspension shall not constitute an event pursuant to which Executive may terminate this Agreement with Good Reason; provided, however, that no such suspension shall alter the Company’s obligations under this Agreement (including, without limitation, its obligations to provide Executive compensation and benefits) during such period of suspension. Executive’s date of termination in the event Executive resigns Executive’s employment for Good Reason shall be the effective date receipt of Executive’s notice of resignationtermination or thirty-one (31) days after the event, except that and Executive’s resignation for Good Reason pursuant to this Section 6(d) shall be treated for all purposes as a termination without Cause pursuant to Section 6(c) and the provisions of Section 6(c) shall apply to such termination, including the payment of Severance and the provision of COBRA benefits to Executive and his immediate family. The occurrence of any of the following events without Executive’s consent shall permit Executive to terminate Executive’s employment for “Good Reason” pursuant to this Section 6(d): (i) A “Change in Control” (as defined in Appendix A attached hereto) occurs; (ii) The failure by the Company may waive all to observe or comply in any part material respect with any of the above-referenced thirty material provisions of this Agreement; (30)-day cure period, iii) A material diminution in which event Executive’s date duties; (iv) The assignment to Executive of termination shall be duties that are materially inconsistent with Executive’s duties or that materially impair Executive’s ability to function as the last day President and Chief Executive Officer of the Company; or (v) The relocation of Executive’s primary office from a location that is more than 50 miles from both (a) the Company’s executive office that constitutes Executive’s primary office location at the time of relocation and (b) Executive’s primary residence at the time of such cure period that has not been waived or, if the entire cure period has been waivedrelocation. Except as specifically set forth in Section 9 hereof, the date that Company shall have no further obligations to Executive provided notice of the grounds for Good Reasonunder this Agreement.

Resignation by Executive for Good Reason. Executive may resign Executive’s employment hereunder for Good Reason, at any time, provided that Executive provides the Company with ten (10) days’ prior written notice of such resignation and such notice is given within thirty (30) days of when Good Reason first arises. For the purpose of this Agreement, “"Good Reason” means: " means (i) any action a material and substantial diminution in Executive’s duties, authority, or inaction responsibilities that constitutes would be inconsistent with Executive’s position (other than while Executive is temporarily physically or mentally incapacitated, as permitted under Section 6.2 above or as required by applicable law), (ii) a material failure by the Company to pay Executive’s compensation as provided for herein, other than an isolated, insubstantial and inadvertent failure not occurring in bad faith; (iii) a change in the location of Executive’s principal place of performance from more than fifty (50) miles from the location specified in Section 1 above; or (iv) other material breach by the Company of a material provision of this Agreement or the Indemnification Agreement any other agreement between the Company and Executive Executive; provided (refer to Section 14.3 below); (iix) any change in Executive’s title or reporting line or a reduction in authority or duties of employment; or (iii) the Company no longer permits full-time remote working; provided, in each case, Executive has provided the Company with written notice reasonably detailing such the grounds for giving rise to Good Reason within ninety thirty (9030) days after of the occurrence thereofthereof or, if later, within thirty (30) days of the date upon which Executive first becomes aware of such grounds, and (y) the Company fails to cure such grounds for Good Reason within thirty (30) days after delivery to it of such written notice. To resign for Good Reason, Executive must provide the Company with a resignation notice within thirty (30) days after the Company fails to cure the grounds for Good Reason during the aforementioned thirty (30)-day cure period. Notwithstanding the foregoing, during the Term, in the event that the Company reasonably believes that Executive may have engaged in conduct that could constitute Cause hereunder, the Company may, in its sole and absolute discretion, suspend Executive from performing Executive’s duties hereunder for a period of up to sixty (60) days, and in such event such suspension shall not constitute an event pursuant to which Executive may terminate this Agreement with Good Reason; provided, however, that no such suspension shall alter the Company’s obligations under this Agreement (including, without limitation, its obligations to provide Executive compensation and benefits) during such period of suspension. Executive’s date of termination in the event Executive resigns Executive’s his employment for Good Reason shall be the effective date of Executive’s notice of resignationresignation for Good Reason, except that the Company may waive all or any part of the above-referenced thirty (30)-day 10-day notice period or of the 30-day cure period, in which event Executive’s date of termination shall be the last day of such notice or cure period that has not been waived or, if the entire notice or cure period has been waived, the date that Executive provided notice of the grounds event giving rise to Good Reason or of his resignation for Good Reason. For the avoidance of doubt, Executive’s exclusive remedy against the Company in the event the Company materially breaches this Agreement is to invoke the provisions of this Section 6.4 and Section 7 below.

Resignation by Executive for Good Reason. The Executive may resign Executive’s terminate his employment hereunder for Good Reason, at any time. For the purpose (which shall constitute a termination of this Agreement) upon thirty (30) days’ written notice to the Company of his resignation for Good Reason (as defined below), detailing the circumstances constituting Good Reason; provided that the Company in its sole discretion may elect to add any portion of such notice to the Severance Period (defined below) rather than have Executive work the full notice. As used herein, “Good Reason” meansshall mean any of the following without the Executive’s consent: (i) any action or inaction that constitutes a material breach by the Company of this Agreement or the Indemnification any other Agreement between the Company and Executive (refer to Section 14.3 below)Executive; (ii) any change a requirement that Executive do anything that the Executive believes in Executive’s title or reporting line or a reduction good faith to be illegal after consulting with an attorney duly licensed to practice and in authority or duties good standing with the Bar of employmentthe applicable state; or (iii) a material reduction in Executive’s compensation or benefits, provided that the foregoing factors (i) – (iii) shall only constitute “Good Reason” in the event that Executive provides the Company no longer permits full-time remote working; provided, in each case, Executive has provided the Company with written notice reasonably detailing such grounds for of the circumstances that would constitute “Good Reason within ninety (90) days after the occurrence thereof, Reason” if not cured as provided herein and the Company fails to does not cure such grounds for Good Reason circumstances within thirty (30) days after delivery to it of receipt of such written notice. To resign In the event of termination of Executive’s employment for Good Reason, Executive must provide the Company shall pay Executive all compensation, benefits and reimbursable expenses accrued through the effective date of termination or as required by law, and shall comply with a resignation notice within thirty (30) days after the terms of any applicable benefits plans and agreements between the Company fails to cure and the grounds for Good Reason during the aforementioned thirty (30)-day cure period. Notwithstanding the foregoing, during the TermExecutive; and, in the event that the Company reasonably believes Executive resigns his employment hereunder with Good Reason prior to July 1, 2021, and provided that Executive may have engaged (i) signs and returns to the Company a timely and effective separation agreement containing a general release of claims and other customary terms in conduct that could constitute Cause hereunderthe form provided by the Company at the time employment is terminated (the “Separation Agreement”) and (ii) continues to comply with his post-employment covenants in this Agreement and any other agreement between the Executive and the Company, the Company may, in its sole and absolute discretion, suspend Executive from performing will continue to pay Executive’s duties hereunder Base Salary, less taxes and other legally required deductions (“Severance Pay”) for a period of up to sixty (60) days, and in such event such suspension shall not constitute an event pursuant to which Executive may terminate this Agreement with Good Reason; provided, however, that no such suspension shall alter 3 months following the Company’s obligations under this Agreement (including, without limitation, its obligations to provide Executive compensation and benefits) during such period of suspension. Executive’s date of termination in the event Executive resigns (“Severance Period”), and upon Executive’s employment for Good Reason shall be timely election of statutory continuation coverage the effective date of Company will pay on Executive’s notice behalf or reimburse Executive for the cost of resignation, except that the Company may waive all or any part statutory continuation coverage for eligible group insurance benefits (minus Executive’s share of the above-referenced thirty (30)-day cure period, in which event Executive’s date premiums for such insurance at the same rate as during employment) for the shorter of termination shall be the last day amount of such cure period that has not been waived or, if the entire cure period has been waived, the date time that Executive provided notice continues such benefits and the remainder of the grounds for Good Reason.Initial Term..

Resignation by Executive for Good Reason. Executive may resign Executive’s his employment hereunder for Good Reason, at any time, provided that Executive provides the Company with thirty30) days’ prior written notice of such resignation and such notice is given within thirty (30) days of when Good Reason first arises. For the purpose of this Agreement, “Good Reason” means: means (i) any action a material and substantial diminution in Executive’s duties, authority, or inaction responsibilities that constitutes would be inconsistent with Executive’s position (other than while Executive is temporarily physically or mentally incapacitated or as required by applicable law), (ii) a material failure by the Company to pay Executive’s Base Salary as provided for herein; (iii) a material reduction of the employment benefits provided for herein (which reduction is not applicable to other employees), (iv) a requirement that Executive report to a person other than the Board; or (v) other material breach by the Company of a material provision of this Agreement or the Indemnification Agreement between the Company and Executive (refer to Section 14.3 below)Agreement; (iiprovided(i) any change in Executive’s title or reporting line or a reduction in authority or duties of employment; or (iii) the Company no longer permits full-time remote working; provided, in each case, Executive has provided the Company with written notice reasonably detailing such grounds for Good Reason breach within ninety thirty (9030) days after of the occurrence thereofthereof or, if later, within thirty (30) days of the date upon which Executive first becomes aware of such breach, and (ii) the Company fails to cure such grounds for Good Reason breach within thirty (30) days after delivery to it of such written notice. To resign for Good Reason, Executive must provide the Company with a resignation notice within thirty (30) days after the Company fails to cure the grounds for Good Reason during the aforementioned thirty (30)-day cure period. Notwithstanding the foregoing, during the Term, in the event that the Company reasonably believes that Executive may have engaged in conduct that could constitute Cause hereunder, the Company may, in its sole and absolute discretion, suspend Executive from performing Executive’s duties hereunder for a period of up to sixty (60) days, and in such event such suspension shall not constitute an event pursuant to which Executive may terminate this Agreement with Good Reason; provided, however, that no such suspension shall alter the Company’s obligations under this Agreement (including, without limitation, its obligations to provide Executive compensation and benefits) during such period of suspension. Executive’s date of termination in the event Executive resigns Executive’s his employment for Good Reason shall be the effective date of Executive’s notice of resignationresignation for Good Reason, except that the Company may waive all or any part of the above-referenced thirty (30)-day 10-day notice period or of the 30-day cure period, in which event Executive’s date of termination shall be the last day of such notice or cure period that has not been waived or, if the entire notice or cure period has been waived, the date that Executive provided notice of the grounds event giving rise to Good Reason or of his resignation for Good Reason.

Resignation by Executive for Good Reason. The Executive may resign Executive’s terminate his employment hereunder for Good Reason, at any time. For the purpose (which shall constitute a termination of this Agreement) upon thirty (30) days’ written notice to the Company of his resignation for Good Reason (as defined below), detailing the circumstances constituting Good Reason; provided that the Company in its sole discretion may elect to add any portion of such notice to the Severance Period (defined below) rather than have Executive work the full notice. As used herein, “Good Reason” meansshall mean any of the following without the Executive’s consent: (i) any action or inaction that constitutes a material breach by the Company of this Agreement or the Indemnification any other Agreement between the Company and Executive (refer to Section 14.3 below)Executive; (ii) any change a requirement that Executive do anything that the Executive believes in Executive’s title or reporting line or a reduction good faith to be illegal after consulting with an attorney duly licensed to practice and in authority or duties good standing with the Bar of employmentthe applicable state; or (iii) a material reduction in Executive’s title, responsibilities, compensation, or benefits, provided that the foregoing factors (i) – (iii) shall only constitute “Good Reason” in the event that Executive provides the Company no longer permits full-time remote working; provided, in each case, Executive has provided the Company with written notice reasonably detailing such grounds for of the circumstances that would constitute “Good Reason within ninety (90) days after the occurrence thereof, Reason” if not cured as provided herein and the Company fails to does not cure such grounds for Good Reason circumstances within thirty (30) days after delivery to it of receipt of such written notice. To resign for Good Reason, Executive must provide the Company with a resignation notice within thirty (30) days after the Company fails to cure the grounds for Good Reason during the aforementioned thirty (30)-day cure period. Notwithstanding the foregoing, during the Term, in In the event that the Company reasonably believes that Executive may have engaged in conduct that could constitute Cause hereunder, the Company may, in its sole and absolute discretion, suspend Executive from performing Executive’s duties hereunder for a period of up to sixty (60) days, and in such event such suspension shall not constitute an event pursuant to which Executive may terminate this Agreement with Good Reason; provided, however, that no such suspension shall alter the Company’s obligations under this Agreement (including, without limitation, its obligations to provide Executive compensation and benefits) during such period of suspension. Executive’s date of termination in the event Executive resigns of Executive’s employment for Good Reason Reason, the Company shall be pay Executive all compensation, benefits and reimbursable expenses accrued through the effective date of Executive’s notice termination or as required by law, and shall comply with the terms of resignation, except that any applicable benefits plans and agreements between the Company may waive all or and the Executive and provided that Executive (a) signs and returns to the Company a timely and effective separation agreement containing a general release of claims and other customary terms in the form provided by the Company at the time employment is terminated (the “Separation Agreement”) and (b) continues to comply with his post-employment covenants in this Agreement and any part of other agreement between the above-referenced thirty Executive and the Company, the Company will pay Executive (30)-day cure period, 1) the benefits specified in which event Executive’s date of termination shall be the last day of such cure period that has not been waived or, Sections 2.3 (b) and (c); and (2) if the entire cure period has been waivedtermination is pursuant to Section 2.6 (iii), the date that Executive provided notice Change of Control Separation Pay; or (3) if the grounds for Good Reasontermination is pursuant to Section 2.6 (i) or (ii), the Severance Pay.