Common use of Resignation for Good Reason Clause in Contracts

Resignation for Good Reason. As used herein, “Good Reason” shall mean the occurrence of any of the following, without Executive’s express written consent: (i) a material reduction of Executive’s duties or responsibilities; (ii) a material reduction in the Executive’s Base Salary without the express written consent of the Executive, other than an across-the-board reduction in compensation levels that applies to all senior executives generally; (iii) the relocation of Executive’s principal work location to a facility or a location that is 50 miles from the current geographic location at which Executive provides services; or (iv) a material breach by the Company of Sections 3 , 4 , 5 , 6 or 7 of this Agreement; provided, that no resignation for Good Reason shall be effective unless and until (A) Executive has first provided the Company with written notice specifically identifying the acts or omissions constituting the grounds for “Good Reason” within thirty (30) days after Executive has or should reasonably be expected to have had knowledge of the occurrence thereof, (B) the Company has not cured such acts or omissions within thirty (30) days of its actual receipt of such notice, and (C) the effective date of Executive’s termination for Good Reason occurs no later than ninety (90) days after the initial existence of the facts or circumstances constituting Good Reason. Failure to timely provide such written notice or to timely resign employment means that Executive will be deemed to have consented to and irrevocably waived the potential Good Reason event. If the Company does timely cure or remedy the Good Reason event, then Executive may either resign his or her employment without Good Reason or Executive may continue to remain employed subject to the terms of this Agreement. If Executive’s termination of employment is for “Good Reason” and is also a Separation from Service, then Company shall, subject to Section 8(f) and Section 8(i) below and Executive’s execution and non-revocation of a binding release in accordance with Section 8(h) below, have the same obligations as are set forth in Section 8(a) above under the circumstance when a termination without Cause is also a Separation from Service.

Resignation for Good Reason. As used herein, “Good Reason” shall mean the occurrence of any of the following, without Executive’s express written consent: (i) a material reduction of Executive’s duties or responsibilities; (ii) a material reduction in the Executive’s Base Salary without the express written consent of the Executive, other than an across-the-board reduction in compensation levels that applies to all senior executives generally; (iii) the relocation of Executive’s principal work location to a facility or a location that is 50 miles The Executive may resign from the current geographic location Employer at which Executive provides services; or (iv) a material breach by the Company of Sections 3 , 4 , 5 , 6 or 7 of this Agreement; provided, that no resignation for Good Reason shall be effective unless and until (A) Executive has first provided the Company with written notice specifically identifying the acts or omissions constituting the grounds any time for “Good Reason” (as hereinafter defined) if: (A) the Executive provides the Employer written notice setting forth in reasonable detail the condition giving rise to Good Reason not later than ninety (90) days following the initial existence of such condition; (B) the Employer fails to remedy such condition within thirty (30) days after Executive has or should reasonably be expected to have had knowledge following the receipt of the occurrence thereof, such notice; and (BC) the Company has not cured such acts or omissions Executive resigns his employment by written notice to the Employer within thirty (30) days of its actual receipt the expiration of such noticethirty day cure period. For purposes of this Agreement, and “Good Reason” means that any of the following has occurred without the Executive’s consent: (Ci) there is any material adverse change in the nature or scope of the Executive’s responsibilities, or the Executive is assigned duties that are materially inconsistent with his duties as set forth in this Agreement, (ii) there is any material reduction in said duties, (iii) there is any reduction in the Executive’s compensation or benefits (other than as a result of a change in benefits consistently applied to similarly-situated service providers who hold equity; in no event however shall the Employer be authorized to reduce the Executive’s Base Salary then in effect without the Executive’s consent), (iv) the effective date Executive is not permitted by the Employer to take an unpaid leave of Executive’s termination for Good Reason occurs no later than ninety absence related to the serious illness of a member of his immediate family, or other personal emergency, (90v) there is a material failure, after ten (10) days after notice and opportunity to cure, by the initial existence Employer to perform any of the facts or circumstances constituting Good Reason. Failure to timely provide such written notice or to timely resign employment means that Executive will be deemed to have consented to and irrevocably waived the potential Good Reason event. If the Company does timely cure or remedy the Good Reason event, then Executive may either resign his or her employment without Good Reason or Executive may continue to remain employed subject its obligations to the terms Executive under this Agreement, (vi) the Employer relocates its executive offices to a location more than twenty-five (25) miles from Irvine, California, or (vii) the failure of any successor to honor any term of this Agreement. If Executive’s termination In connection with any such resignation, if applicable, the Executive shall also resign all officer and director positions with the Employer and Affiliates, including as a member of employment is for “Good Reason” and is also a Separation from Service, then Company shall, subject to Section 8(f) and Section 8(i) below and Executive’s execution and non-revocation of a binding release in accordance with Section 8(h) below, have the same obligations as are set forth in Section 8(a) above under the circumstance when a termination without Cause is also a Separation from ServiceBoard.

Resignation for Good Reason. As used hereinThe Executive may resign for Good Reason effective 30 days after giving the notice contemplated by this Section 4(c), “unless the Company cures the event or condition constituting Good Reason within such period. For purposes of this Section 4(c), "Good Reason” " shall mean the occurrence of any one of the following, without Executive’s express written consent: (i) a material reduction diminution of the Executive’s 's title and status as set forth in this Agreement or assignment to duties or responsibilitiesand responsibilities inconsistent with those set forth in this Agreement; (ii) a material reduction in the Executive’s Base Salary without the express written consent of the Executive, other than an across-the-board reduction in compensation levels that applies to all senior executives generally; (iii) the relocation of Executive’s principal work location the Executive to a facility or a location that is 50 miles from the current geographic location at which Executive provides services; or (iv) a material breach by the Company of Sections 3 , 4 , 5 , 6 or 7 of this Agreement; provided, that no resignation for Good Reason shall be effective unless and until (A) Executive has first provided the Company with written notice specifically identifying the acts or omissions constituting the grounds for “Good Reason” within any place greater than thirty (30) days after Executive has miles from his current principal location (excluding New York City); or should reasonably be expected to have had knowledge (iii) a substantial reduction of the occurrence thereof, (B) the Company has not cured such acts or omissions within thirty (30) days of its actual receipt of such notice, and (C) the effective date of Executive’s termination for Good Reason occurs no later than ninety (90) days after the initial existence of the facts or circumstances constituting Good Reason. Failure to timely provide such written notice or to timely resign employment means that Executive will be deemed to have consented to and irrevocably waived the potential Good Reason event. If the Company does timely cure or remedy the Good Reason event, then Executive may either resign his or her employment without Good Reason or Executive may continue to remain employed subject to the terms of this Agreement. If Executive’s termination of employment is for “Good Reason” and is also a Separation from Service, then Company shall, subject to Section 8(f) and Section 8(i) below and Executive’s execution and non-revocation of a binding release in accordance with Section 8(h) below, have the same obligations 's compensation package as are set forth in this Agreement, unless such a reduction is made by the Company ratably with all other executives at similar levels of responsibility. Notwithstanding the foregoing, any of the events described in clauses (i) through (iii) of this Section 8(a4(c) shall constitute "Good Reason" only if the Company fails to cure such event within 30 days after receipt from the Executive of written notice of the event which constitutes Good Reason; and "Good Reason" under clauses (i) through (iii) above under shall cease to exist for an event on the circumstance when 60th day following the later of its occurrence or the Executive's actual knowledge thereof, unless the Executive has given the Company written notice thereof prior to such date. Further notwithstanding the foregoing, following a termination without Cause Change in Control, as such term is also a Separation from Servicedefined in Section 2(c) of the Equity Plan, for purposes of clause (i) above, "material diminution" shall be measured by comparing the nature of the Executive's duties, management responsibility, revenues of the respective business units managed or serviced by the Executive and the respective number of people reporting to the Executive before and after the Change in Control, rather than on the basis of Executive's title or to whom he reports following the Change in Control.

Resignation for Good Reason. As used hereinIn the event the Executive resigns for Good Reason, the Executive shall be entitled to receive the Standard Entitlements, and the severance package described in subsection 8.2.1 above, provided, the Executive complies with the conditions described in subsection 8.2.2 above. For purposes of this Agreement, “Good Reason” shall mean means the Executive’s resignation of employment with the Company following the occurrence of any one or more of the following, in each case without the Executive’s express written consent: (ia) a material reduction of Executive’s duties or responsibilities; (ii) a material reduction diminution in the Executive’s Base Salary without or in the express written consent Executive’s target bonus opportunity under the Incentive Plan as in effect for the year in which the termination occurs; (b) a material diminution in the Executive’s title, authority, duties or responsibilities; (c) a material failure to comply with Section 4 hereof; (d) relocation of the Executive, other ’s primary office more than an across-the-board reduction in compensation levels that applies to all senior executives generally; (iii) the relocation of Executive’s principal work location to a facility or a location that is 50 miles from the Executive’s current geographic location at which Executive provides servicesoffice; or (ive) any other action or inaction that constitutes a material breach by the Company of Sections 3 , 4 , 5 , 6 this Agreement or 7 the Nondisclosure and Assignment of Ideas Agreement. For purposes of this Agreement; provided, that no resignation for Good Reason shall be effective unless and until (A) only exist if the Executive has first provided the Company with written provides a notice specifically identifying the acts or omissions constituting the grounds for “Good Reason” within thirty (30) days after Executive has or should reasonably be expected to have had knowledge of the occurrence thereof, (B) the Company has not cured such acts or omissions within thirty (30) days of its actual receipt of such notice, and (C) the effective date of Executive’s termination for Good Reason occurs no later than Reason, in accordance with subsection 11.2 hereof, within ninety (90) days after the initial existence of such grounds and the facts or circumstances Company has had sixty (60) days from the date on which such notice is provided to cure such circumstances. If the Executive does not terminate his employment for Good Reason within sixty (60) days following the end of such sixty (60) day period within which the Company was entitled to remedy the course of conduct constituting Good Reason. Failure Reason but failed to timely provide such written notice or to timely resign employment means that do so, then the Executive will shall be deemed to have consented waived his right to and irrevocably waived the potential terminate for Good Reason event. If the Company does timely cure or remedy the Good Reason event, then Executive may either resign his or her employment without Good Reason or Executive may continue with respect to remain employed subject to the terms of this Agreement. If Executive’s termination of employment is for “Good Reason” and is also a Separation from Service, then Company shall, subject to Section 8(f) and Section 8(i) below and Executive’s execution and non-revocation of a binding release in accordance with Section 8(h) below, have the same obligations as are set forth in Section 8(a) above under the circumstance when a termination without Cause is also a Separation from Servicesuch grounds.

Resignation for Good Reason. As used herein, “(1) Executive may Resign for Good Reason” shall mean Reason upon the occurrence of any of the following, following conditions without Executive’s express prior written consent: : (iA) a material reduction change in Executive’s positions, authority and responsibilities relative to Executive’s positions, authority and responsibilities at the Effective Date; (B) a liquidation or dissolution of Company or the Bank, other than liquidations or dissolutions that are caused by reorganizations that do not affect the status of Executive’s duties or responsibilities; ; (iiC) a material reduction in the Executive’s Base Salary without the express written consent of the Executive, other than an across-the-board reduction in compensation levels that applies to all senior executives generally; Salary; (iiiD) the a relocation of Executive’s principal work location to a facility or a location that is 50 place of employment by more than thirty-five (35) miles from its location as of the current geographic location at which Executive provides servicesEffective Date; or or (ivE) a material breach by the Company of Sections 3 , 4 , 5 , 6 or 7 of this Agreement; provided, that no resignation Agreement by Company or the Bank. (2) Resignation for Good Reason shall be effective unless and until effected by delivering to Company, within twelve (A12) Executive has first provided months after the Company with occurrence of one of the conditions described above, a written notice specifically identifying the acts or omissions constituting the grounds specifying a date for “Good Reason” within termination of employment (a) which is not less than thirty (30) days after Executive has or should reasonably be expected to have had knowledge the date of the occurrence thereof, (B) the Company has not cured such acts or omissions within thirty (30) days of its actual receipt of such notice, and (Cb) the effective date of Executive’s termination for Good Reason occurs no later which is not more than ninety (90) days after the initial existence date of the notice. The notice shall also state that Executive is resigning for Good Reason as contemplated by this Section 7(f) and shall set forth in reasonable detail the facts and circumstances claimed to provide a basis for Resignation for Good Reason hereunder. If within the notice period, Company cures or corrects any circumstances constituting providing a basis for Resignation for Good Reason pursuant to Sections 7(f)(1)(A) or (E) only, Executive shall not be entitled to Resign for Good Reason. Failure to timely provide such written notice or to timely resign employment means that . (3) If Executive will be deemed to have consented to and irrevocably waived the potential Resigns for Good Reason event. If at any time after the Company does timely cure or remedy the date of this Agreement (other than a Resignation for Good Reason eventduring the Term after a Change of Control, which shall be governed by Section 8 below), then Executive may either resign his or her employment without shall continue to be paid the Base Salary that Executive is entitled to receive as of the date Executive is Resigns for Good Reason or Executive may continue through the expiration of the then current Term. Nothing in this Section shall affect Executive’s rights to remain employed subject receive any benefit which has been earned but not paid with respect to Executive’s performance prior to the terms date of such termination. In addition, the Bank shall continue Executive’s health and life insurance coverage at the Bank’s expense through the expiration of the then current Term. The payments described in this Section 7(f) will be due Executive regardless of any subsequent employment attained by Executive which is not in violation of this Agreement. If Executive’s termination of employment is for “Good Reason” and is also a Separation from Service, then Company shall, subject to Section 8(f) and Section 8(i) below and Executive’s execution and non-revocation of a binding release in accordance with Section 8(h) below, have the same obligations as are set forth in Section 8(a) above under the circumstance when a termination without Cause is also a Separation from Service.

Resignation for Good Reason. As used herein(1) Executive shall be entitled to terminate Executive's employment hereunder at any time for Good Reason (as defined below) pursuant to the provisions of this Section 6(e). For purposes of this Agreement, “Executive shall have "Good Reason” shall mean the occurrence of any of the following, without " to terminate Executive’s express written consent: 's employment hereunder if (i) without Executive's consent, the Company or UTi Worldwide substantially reduces Executive's duties and responsibilities such that it results in a material adverse reduction of in Executive’s duties 's position, authority or responsibilities; (ii) a material , and the Company and UTi Worldwide fail to cure such reduction in the Executive’s Base Salary without the express written consent of the Executive, other than an across-the-board reduction in compensation levels that applies to all senior executives generally; (iii) the relocation of Executive’s principal work location to a facility or a location that is 50 miles from the current geographic location at which Executive provides services; or (iv) a material breach by the Company of Sections 3 , 4 , 5 , 6 or 7 of this Agreement; provided, that no resignation for Good Reason shall be effective unless duties and until (A) Executive has first provided the Company with written notice specifically identifying the acts or omissions constituting the grounds for “Good Reason” responsibilities within thirty (30) days after Executive has written notice specifying the particular acts objected to by Executive, or should reasonably be expected to have had knowledge of the occurrence thereof, (Bii) the Company has not cured breaches any of the material terms of this Agreement, and the Company fails to cure such acts or omissions breach within thirty (30) days after written notice of its actual receipt of such noticethe breach is given to the Company by Executive. (2) If this Agreement is terminated by Executive for Good Reason pursuant to this Section 6(e), Executive shall be entitled to receive (i) the Minimum Payments, and (Cii) a severance equal to the greater of either (A) twelve (12) months of Executive's then current salary as set forth in Section 5(a) or (B) the effective date aggregate amount of Executive’s 's then current salary set forth in Section 5(a) for the remainder of the term of employment during which such termination for Good Reason occurs no later than ninety occurs. Such severance shall be payable in a lump sum within thirty (9030) days after the initial existence Date of Termination or as otherwise mutually agreed to by the parties. Executive shall not be entitled to a bonus for the year during which such termination occurs. Executive shall be entitled to receive any bonus earned for the previous year, but which is unpaid as of the facts or circumstances constituting Good Reason. Failure to timely provide such written notice or to timely resign employment means that Executive will be deemed to have consented to and irrevocably waived the potential Good Reason event. If the Company does timely cure or remedy the Good Reason event, then Executive may either resign his or her employment without Good Reason or Executive may continue to remain employed subject to the terms Date of this Agreement. If Executive’s termination of employment is for “Good Reason” and is also a Separation from Service, then Company shall, subject to Section 8(f) and Section 8(i) below and Executive’s execution and non-revocation of a binding release in accordance with Section 8(h) below, have the same obligations as are set forth in Section 8(a) above under the circumstance when a termination without Cause is also a Separation from ServiceTermination.

Resignation for Good Reason. As used herein, “(1) Executive may Resign for Good Reason” shall mean Reason upon the occurrence of any of the following, following conditions without Executive’s express prior written consent: : (iA) a material reduction adverse change in Executive’s positions, authority and responsibilities relative to his position, authority and responsibilities at the Effective Date; (B) a liquidation or dissolution of Company or the Bank, other than liquidations or dissolutions that are caused by reorganizations that do not affect the status of Executive’s duties or responsibilities; ; (iiC) a material reduction in the Executive’s Base Salary without the express written consent of the Executive, other than an across-the-board reduction in compensation levels that applies to all senior executives generally; Salary; (iiiD) the a relocation of Executive’s principal work location to a facility or a location that is 50 place of employment by more than thirty-five (35) miles from its location as of the current geographic location at which Executive provides servicesEffective Date; or or (ivE) a material breach by the Company of Sections 3 , 4 , 5 , 6 or 7 of this Agreement; provided, that no resignation Agreement by Company or the Bank. (2) Resignation for Good Reason shall be effective unless and until effected by delivering to Company, within twelve (A12) Executive has first provided months after the Company with occurrence of one of the conditions described above, a written notice specifically identifying the acts or omissions constituting the grounds specifying a date for “Good Reason” within termination of employment (a) which is not less than thirty (30) days after Executive has or should reasonably be expected to have had knowledge the date of the occurrence thereof, (B) the Company has not cured such acts or omissions within thirty (30) days of its actual receipt of such notice, and (Cb) the effective date of Executive’s termination for Good Reason occurs no later which is not more than ninety (90) days after the initial existence date of the notice. The notice shall also state that Executive is resigning for Good Reason as contemplated by this Section 7(f) and shall set forth in reasonable detail the facts and circumstances claimed to provide a basis for Resignation for Good Reason hereunder. If within the notice period, Company cures or corrects any circumstances constituting providing a basis for Resignation for Good Reason pursuant to Sections 7(f)(1)(A) or (E) only, Executive shall not be entitled to Resign for Good Reason. Failure to timely provide such written notice or to timely resign employment means that . (3) If Executive will be deemed to have consented to and irrevocably waived the potential Resigns for Good Reason event. If at any time after the Company does timely cure or remedy the date of this Agreement (other than a Resignation for Good Reason eventduring the Term after a Change of Control, which shall be governed by Section 8 below), then Executive may either resign his or her employment without Good Reason or Executive may continue to remain employed subject to shall be paid any accrued and unused paid time off as of the terms date of this Agreement. If Executive’s termination of employment is for “Good Reason” employment, and is also a Separation from Service, then Company shall, subject to Section 8(f) and Section 8(i) below and Executive shall be paid in the month following Executive’s execution separation from service a lump sum severance payment equal to twelve (12) months of Executive’s Base Salary as of the date Executive Resigns for Good Reason (or if Executive Resigns for Good Reason based on a reduction in Base Salary, the amount will be calculated based on the amount of Base Salary prior to the reduction); provided that nothing in this Section 7(f) shall affect Executive’s rights to receive any benefit which has been earned but not paid with respect to Executive’s performance prior to the date of termination. The payment of the twelve (12) months of Base Salary described in this Section 7(f) shall be contingent upon Executive’s executing the Release Agreement within twenty (22) days after the date of such termination, not revoking the Release Agreement, and non-revocation complying with the terms of a binding release the Release Agreement. The payments described in accordance with this Section 8(h7(f) below, have will be due Executive regardless of any subsequent employment attained by Executive which is not in violation of this Agreement or the same obligations as are set forth in Section 8(a) above under the circumstance when a termination without Cause is also a Separation from ServiceRelease Agreement.

Resignation for Good Reason. As used herein, “(1) Executive may Resign for Good Reason” shall mean Reason upon the occurrence of any of the following, following conditions without Executive’s express prior written consent: : (iA) a material reduction change in Executive’s positions, authority and responsibilities relative to Executive’s positions, authority and responsibilities at the Effective Date; (B) a liquidation or dissolution of Company or the Bank, other than liquidations or dissolutions that are caused by reorganizations that do not affect the status of Executive’s duties or responsibilities; ; (iiC) a material reduction in the Executive’s Base Salary without the express written consent of the Executive, other than an across-the-board reduction in compensation levels that applies to all senior executives generally; Salary; (iiiD) the a relocation of Executive’s principal work location to a facility or a location that is 50 place of employment by more than thirty-five (35) miles from its location as of the current geographic location at which Executive provides servicesEffective Date; or or (ivE) a material breach by the Company of Sections 3 , 4 , 5 , 6 or 7 of this Agreement; provided, that no resignation Agreement by Company or the Bank. (2) Resignation for Good Reason shall be effective unless and until effected by delivering to Company, within twelve (A12) Executive has first provided months after the Company with occurrence of one of the conditions described above, a written notice specifically identifying the acts or omissions constituting the grounds specifying a date for “Good Reason” within termination of employment (a) which is not less than thirty (30) days after Executive has or should reasonably be expected to have had knowledge the date of the occurrence thereof, (B) the Company has not cured such acts or omissions within thirty (30) days of its actual receipt of such notice, and (Cb) the effective date of Executive’s termination for Good Reason occurs no later which is not more than ninety (90) days after the initial existence date of the notice. The notice shall also state that Executive is resigning for Good Reason as contemplated by this Section 7(f) and shall set forth in reasonable detail the facts and circumstances claimed to provide a basis for Resignation for Good Reason hereunder. If within the notice period, Company cures or corrects any circumstances constituting providing a basis for Resignation for Good Reason pursuant to Sections 7(f)(1)(A) or (E) only, Executive shall not be entitled to Resign for Good Reason. Failure to timely provide such written notice or to timely resign employment means that . (3) If Executive will be deemed to have consented to and irrevocably waived the potential Resigns for Good Reason event. If at any time after the Company does timely cure or remedy the date of this Agreement (other than a Resignation for Good Reason eventduring the Term after a Change of Control, which shall be governed by Section 8 below), then Executive may either resign his or her employment without shall continue to be paid the Base Salary that Executive is entitled to receive as of the date Executive Resigns for Good Reason or Executive may continue through the expiration of the then current Term. Nothing in this Section shall affect Executive’s rights to remain employed subject receive any benefit which has been earned but not paid with respect to Executive’s performance prior to the terms date of such termination. In addition, the Bank shall pay for post-employment health coverage in the same manner as described in Section 7(e) above. The payments, other than post-employment health benefits, described in this Section 7(f) will be due Executive regardless of any subsequent employment attained by Executive which is not in violation of this Agreement. If Executive’s termination of employment is for “Good Reason” and is also a Separation from Service, then Company shall, subject to Section 8(f) and Section 8(i) below and Executive’s execution and non-revocation of a binding release in accordance with Section 8(h) below, have the same obligations as are set forth in Section 8(a) above under the circumstance when a termination without Cause is also a Separation from Service.

Resignation for Good Reason. Executive may terminate this Agreement for Good Reason (as defined below) by giving written notice to the Company of such termination, subject to Executive complying with the notice, cure period and other requirements set forth within the definition of Good Reason below. As used hereinin this Agreement, “Good Reason” shall mean the occurrence of any one of the following, following without Executive’s express written consent: (i) a material reduction of in Executive’s duties base compensation (which includes Base Salary, the Executive’s target bonus and any other base compensation) and/or a material breach of this Agreement by the Company resulting from the failure to provide the compensation or responsibilities; benefits required in Section 4, (ii) a material reduction in the Executive’s Base Salary without the express written consent of the Executive, other than an across-the-board reduction in compensation levels any action or inaction that applies to all senior executives generally; (iii) the relocation of Executive’s principal work location to a facility or a location that is 50 miles from the current geographic location at which Executive provides services; or (iv) constitutes a material breach by the Company of Sections 3 , 4 , 5 , 6 or 7 of this Agreement; provided(iii) a material diminution in Executive’s authority, duties or responsibilities such that they are materially inconsistent with his/her position as Senior Vice President, Chief Commercial Officer of the Company; and (iv) relocation of the Company’s office where Executive is providing Executive’s services to the Company to a location that increases Executive’s commute by thirty (30) miles or more, provided that no resignation termination for Good Reason shall be effective unless and until (A) Executive has first provided given the Company with written notice specifically identifying the acts or omissions constituting the grounds for “Good Reason” (pursuant to Section 11 below) within thirty sixty (3060) days after Executive has or should reasonably be expected to have had knowledge becomes aware of the initial occurrence thereofof any of the foregoing specifying the event or condition constituting the Good Reason and the specific reasonable cure requested by Executive, (B) and the Company has not cured such acts or omissions failed to cure the occurrence within thirty (30) days of its actual receipt of such noticereceiving written notice from Executive, and Executive resigns within six (C6) months after Executive becomes aware of the effective date initial occurrence. In the event of Executive’s a termination for Good Reason occurs no later than ninety (90) days after the initial existence of the facts or circumstances constituting Good Reason. Failure to timely provide such written notice or to timely resign employment means that , Executive will be deemed to have consented to and irrevocably waived the potential Good Reason event. If the Company does timely cure or remedy the Good Reason event, then Executive may either resign his or her employment without Good Reason or Executive may continue to remain employed subject entitled to the terms of this Agreement. If Executive’s termination of employment is for “Good Reason” Accrued Benefits and is also a Separation from Servicethe Severance Benefits, then Company shall, subject to Section 8(f) and Section 8(i) below and Executive’s execution and non-revocation of a binding release in accordance with Section 8(h) below, have on the same obligations conditions, form of payment and timing as are set forth in Section 8(a) above under the circumstance when a termination without Cause is also a Separation from Service5(a).

Resignation for Good Reason. As used herein, “(1) Executive may Resign for Good Reason” shall mean Reason upon the occurrence of any of the following, following conditions without Executive’s express prior written consent: : (iA) a material reduction of change in Executive’s duties or responsibilities; positions, authority and responsibilities relative to Executive’s positions, authority and responsibilities at the Effective Date; (iiB) a material reduction in the Executive’s Base Salary without (unless the express written consent reduction is part of the Executive, other than an acrossa Bank-the-board reduction in compensation levels that applies to all senior executives generally; wide restructuring of compensation); (iii) the relocation of Executive’s principal work location to a facility or a location that is 50 miles from the current geographic location at which Executive provides services; or (ivC) a material breach of this Agreement by the Company of Sections 3 , 4 , 5 , 6 or 7 of this Agreement; provided, that no resignation the Bank. (2) Resignation for Good Reason shall be effective unless and until effected by delivering to the Company, within twelve (A12) Executive has first provided months after the Company with occurrence of one of the conditions described above, a written notice specifically identifying the acts or omissions constituting the grounds specifying a date for “Good Reason” within termination of employment (a) which is not less than thirty (30) days after Executive has or should reasonably be expected to have had knowledge the date of the occurrence thereof, (B) the Company has not cured such acts or omissions within thirty (30) days of its actual receipt of such notice, and (Cb) the effective date of Executive’s termination for Good Reason occurs no later which is not more than ninety (90) days after the initial existence date of the notice. The notice shall also state that Executive is resigning for Good Reason as contemplated by this Section 7(f) and shall set forth in reasonable detail the facts and circumstances claimed to provide a basis for Resignation for Good Reason hereunder. If, within the notice period, the Company cures or corrects any circumstances constituting providing a basis for Resignation for Good Reason pursuant to Sections 7(f)(1)(A) or (C) only, Executive shall not be entitled to Resign for Good Reason. Failure to timely provide such written notice or to timely resign employment means that . (3) If Executive will be deemed to have consented to and irrevocably waived the potential Resigns for Good Reason event. If at any time after the date of this Agreement (other than a Resignation for Good Reason during the Term after a Change of Control, which shall be governed by Section 8 below), then the Company does timely cure or remedy shall pay Executive a lump sum amount, within five (5) days of the Good Reason eventdate of termination, then Executive may either resign his or her employment without Good Reason or Executive may continue to remain employed subject equal to the terms sum of this Agreement. If one year’s Base Salary plus the amount of any bonus paid to Executive during the twelve (12) month period prior to Executive’s termination of employment is for “Good Reason” and is also a Separation from Service, then Company shall, subject to employment. Nothing in this Section 8(f) and Section 8(i) below and shall affect Executive’s execution rights to receive any benefit which has been earned but not paid with respect to Executive’s performance prior to the date of such termination. In addition, the Bank shall continue Executive’s health and non-revocation life insurance coverage at the Bank’s expense through the expiration of a binding release the then current Term. The payments described in accordance with this Section 8(h7(f) below, have the same obligations as are set forth will be due Executive regardless of any subsequent employment attained by Executive which is not in Section 8(a) above under the circumstance when a termination without Cause is also a Separation from Serviceviolation of this Agreement.

Resignation for Good Reason. Executive may terminate this Agreement for Good Reason (as defined below) by giving written notice to the Company of such termination, subject to Executive complying with the notice, cure period and other requirements set forth within the definition of Good Reason below. As used hereinin this Agreement, “Good Reason” shall mean the occurrence of any one of the following, following without Executive’s express written consent: (i) a material reduction of in Executive’s duties base compensation (which includes Base Salary, the Executive’s target bonus and any other base compensation) and/or a material breach of this Agreement by the Company resulting from the failure to provide the compensation or responsibilities; benefits required in Section 4, (ii) a material reduction in the Executive’s Base Salary without the express written consent of the Executive, other than an across-the-board reduction in compensation levels any action or inaction that applies to all senior executives generally; (iii) the relocation of Executive’s principal work location to a facility or a location that is 50 miles from the current geographic location at which Executive provides services; or (iv) constitutes a material breach by the Company of Sections 3 , 4 , 5 , 6 or 7 of this Agreement; provided(iii) a material diminution in Executive’s authority, duties or responsibilities such that they are materially inconsistent with his/her position as Senior Vice President, Chief Financial Officer of the Company; and (iv) relocation of the Company’s office where Executive is providing Executive’s services to the Company to a location that increases Executive’s commute by thirty (30) miles or more, provided that no resignation termination for Good Reason shall be effective unless and until (A) Executive has first provided given the Company with written notice specifically identifying the acts or omissions constituting the grounds for “Good Reason” (pursuant to Section 11 below) within thirty sixty (3060) days after Executive has or should reasonably be expected to have had knowledge becomes aware of the initial occurrence thereofof any of the foregoing specifying the event or condition constituting the Good Reason and the specific reasonable cure requested by Executive, (B) and the Company has not cured such acts or omissions failed to cure the occurrence within thirty (30) days of its actual receipt of such noticereceiving written notice from Executive, and Executive resigns within six (C6) months after Executive becomes aware of the effective date initial occurrence. In the event of Executive’s a termination for Good Reason occurs no later than ninety (90) days after the initial existence of the facts or circumstances constituting Good Reason. Failure to timely provide such written notice or to timely resign employment means that , Executive will be deemed to have consented to and irrevocably waived the potential Good Reason event. If the Company does timely cure or remedy the Good Reason event, then Executive may either resign his or her employment without Good Reason or Executive may continue to remain employed subject entitled to the terms of this Agreement. If Executive’s termination of employment is for “Good Reason” Accrued Benefits and is also a Separation from Servicethe Severance Benefits, then Company shall, subject to Section 8(f) and Section 8(i) below and Executive’s execution and non-revocation of a binding release in accordance with Section 8(h) below, have on the same obligations conditions, form of payment and timing as are set forth in Section 8(a) above under the circumstance when a termination without Cause is also a Separation from Service5(a).

Resignation for Good Reason. As used herein, “Good Reason” shall mean the occurrence of any of the following, without Executive’s express written consent: (i) a material reduction of Executive’s duties or responsibilities; (ii) a material reduction in the Executive’s Base Salary without the express written consent of the Executive, other than an across-the-board reduction in compensation levels that applies to all senior executives generally; (iii) the relocation of Executive’s principal work location to a facility or a location that is 50 miles The Executive may resign from the current geographic location Company at which Executive provides services; or (iv) a material breach by the Company of Sections 3 , 4 , 5 , 6 or 7 of this Agreement; provided, that no resignation for Good Reason shall be effective unless and until (A) Executive has first provided the Company with written notice specifically identifying the acts or omissions constituting the grounds any time for “Good Reason” (as hereinafter defined) if: (A) the Executive provides the Company written notice setting forth in reasonable detail the condition giving rise to Good Reason not later than ninety (90) days following the initial existence of such condition; (B) the Company fails to remedy such condition within thirty (30) days after Executive has or should reasonably be expected to have had knowledge following the receipt of the occurrence thereof, such notice; and (BC) the Executive resigns his employment by written notice to the Company has not cured such acts or omissions within thirty (30) days of its actual receipt the expiration of such noticethirty day cure period. For purposes of this Agreement, and “Good Reason” means that any of the following has occurred: (Ci) the effective date Executive is directed to perform an act that the Executive reasonably believes to be in contravention of law, or which the Executive reasonably believes would subject the Company or him to material liability, despite his express objection addressed to the Board with respect to such action, (ii) there is any material adverse change in the nature or scope of the Executive’s termination for Good Reason occurs responsibilities, or the Executive is assigned duties that are materially inconsistent with his duties as set forth in this Agreement, (iii) there is any material reduction in said duties, (iv) there is any reduction in the Executive’s compensation or benefits (other than as a result of a change in benefits consistently applied to senior management; in no later than ninety (90) days after the initial existence of the facts or circumstances constituting Good Reason. Failure to timely provide such written notice or to timely resign employment means that Executive will be deemed to have consented to and irrevocably waived the potential Good Reason event. If event however shall the Company does timely cure or remedy be authorized to reduce the Good Reason eventExecutive’s Base Salary then in effect without the Executive’s consent), then (v) the Executive may either resign his or her employment without Good Reason or Executive may continue is not permitted by the Company to remain employed subject take an unpaid leave of absence related to the terms serious illness of a member of his immediate family, or other personal emergency, (vi) there is a material failure, after 10 days notice and opportunity to cure, by the Company to perform any of its obligations to the Executive under this Agreement, (vii) the Company relocates its executive offices to a location more than 25 miles from Irvine, California, or (viii) the failure of any successor to honor any term of this Agreement. If Executive’s termination In connection with any such resignation, if applicable, the Executive shall also resign as an officer and/or member of employment is for “Good Reason” and is also a Separation from Service, then Company shall, subject to Section 8(f) and Section 8(i) below and Executive’s execution and non-revocation of a binding release in accordance with Section 8(h) below, have the same obligations as are set forth in Section 8(a) above under the circumstance when a termination without Cause is also a Separation from ServiceBoard.

Resignation for Good Reason. As used herein, “Good Reason” shall mean the occurrence of any of the following, without Executive’s express written consent: (i) a material reduction of Executive’s duties or responsibilities; (ii) a material reduction in the Executive’s Base Salary without the express written consent of the Executive, other than an across-the-board reduction in compensation levels that applies to all senior executives generally; (iii) the relocation of Executive’s principal work location to a facility or a location that is 50 miles You may resign your employment from the current geographic location at which Executive provides services; or (iv) a material breach by the Company of Sections 3 , 4 , 5 , 6 or 7 of this Agreement; provided, that no resignation for Good Reason shall be effective unless and until (A) Executive has first provided the Company with written notice specifically identifying the acts or omissions constituting the grounds for “Good Reason” only if there is a Change in Control as defined in 3(f)(i) above and within thirty (30) days after Executive has or should reasonably be expected to have had knowledge of the occurrence thereof, (B) the Company has not cured such acts or omissions within thirty (30) days of its actual receipt of such notice, and (C) the effective date of Executive’s termination for Good Reason occurs no later than ninety (90) days after the initial existence date that any one of the facts or circumstances constituting following events described in the below subparts (g)(i) through (g)(ii) (any one of which will constitute “Good Reason”) has first occurred without your written consent. Your resignation for Good Reason will only be effective if the Company has not cured or remedied the Good Reason event within 30 days after its receipt of your written notice (such notice shall describe in detail the basis and underlying facts supporting your belief that a Good Reason event has occurred). Failure to timely provide such written notice to the Company or failure to timely resign your employment for Good Reason means that Executive you will be deemed to have consented to and irrevocably waived the potential Good Reason event. If the Company does timely cure or remedy the Good Reason event, then Executive you may either resign his or her your employment without Good Reason or Executive you may continue to remain employed subject to the terms of this Agreement. (i) You have incurred a material diminution in your responsibilities, duties or authority; (ii) You have incurred a material diminution in your Base Salary; or (iii) The Company has materially breached a material term of this Agreement. If Executive’s termination you resign for good reason, then in addition to your Accrued Pay, you will be eligible to receive the following: payments equal in the aggregate to your then annualized Base Salary. The payments shall be paid to you in cash, in substantially equal monthly installments payable over the twelve (12) month period following your Termination Date, provided, however, the first payment (in an amount equal to two (2) months of employment is for “Good Reason” Base Salary) shall be made on the sixtieth (60th) day following the Termination Date. As a condition to receiving (and is also continuing to receive) the payments provided in this Section you must: (i) within not later than forty-five (45) days after your Termination Date, execute (and not revoke) and deliver to the Company a Separation from Service, then Agreement in a form prescribed by the Company shall, subject and such Separation Agreement shall include without limitation a release of all claims against the Company and its affiliates along with a covenant not to Section 8(fxxx and (ii) and Section 8(i) below and Executive’s execution and non-revocation of a binding release remain in accordance full compliance with Section 8(h) below, have the same obligations as are set forth in Section 8(a) above under the circumstance when a termination without Cause is also a such Separation from ServiceAgreement.

Resignation for Good Reason. As used herein, “Good Reason” shall mean the occurrence of any of the following, without Executive’s express written consent: (i) a material reduction of Executive’s duties or responsibilities; (ii) a material reduction in the Executive’s Base Salary without the express written consent of the Executive, other than an across-the-board reduction in compensation levels that applies to all senior executives generally; (iii) the relocation of Executive’s principal work location to a facility or a location that is 50 miles You may resign your employment from the current geographic location at which Executive provides services; or (iv) a material breach by the Company of Sections 3 , 4 , 5 , 6 or 7 of this Agreement; provided, that no resignation for Good Reason shall be effective unless and until (A) Executive has first provided the Company with written notice specifically identifying the acts or omissions constituting the grounds for “Good Reason” subject to the terms and conditions set forth below. Your resignation for Good Reason will only be effective if the Company has not cured or remedied the Good Reason event within thirty (30) days after Executive has or should reasonably be expected to have had knowledge of the occurrence thereof, (B) the Company has not cured such acts or omissions within thirty (30) days of its actual receipt of your written notice (such notice, notice shall describe in detail the basis and (C) the effective date underlying facts supporting your belief that a Good Reason event has occurred). Such notice of Executive’s termination your intention to resign for Good Reason occurs no later than ninety must be provided to the Company within forty-five (9045) days after following the initial existence of the facts or circumstances constituting a Good ReasonReason event. Failure to timely provide such written notice to the Company or failure to timely resign your employment for Good Reason means that Executive you will be deemed to have consented to and irrevocably waived the potential Good Reason event. If the Company does timely cure or remedy the Good Reason event, then Executive you may either resign his or her your employment without Good Reason or Executive you may continue to remain employed subject to the terms of this Agreement. Termination for Good Reason shall consist of the following reasons: (i) You have incurred a material diminution in your responsibilities, duties or authority; (ii) You have incurred a material diminution in your Base Salary; or (iii) The Company has materially breached a material term of this Agreement. The foregoing Good Reason provisions in this Section 9(f) are intended to (and shall be interpreted to) comply with the Good Reason safe harbor afforded by Treasury Regulation Section 1.409A-1(n)(2)(ii). If Executive’s termination of you resign your employment is for “Good Reason” , then in addition to your Accrued Pay, you will be eligible to receive payments equal in the aggregate to six (6) months of your then Base Salary. The payments shall be paid to you in cash, in substantially equal monthly installments payable over the twelve (12) month period following your Termination Date, provided, however, the first payment (in an amount equal to two (2) months of such severance payments) shall be made on the sixtieth (60th) day following the Termination Date. As a condition to receiving (and is also continuing to receive) the payments provided in this Section 9(f) you must: (1) within not later than forty-five (45) days after your Termination Date, execute and deliver to the Company a Separation from ServiceAgreement in a form prescribed by the Company and such Separation Agreement shall include without limitation a release of all claims against the Company and its affiliates along with a covenant not to xxx and (2) not revoke, then Company shalland remain in full compliance with, subject to Section 8(f) and Section 8(i) below and Executive’s execution and non-revocation of a binding release in accordance with Section 8(h) below, have the same obligations as are set forth in Section 8(a) above under the circumstance when a termination without Cause is also a such Separation from ServiceAgreement.

Resignation for Good Reason. As used herein, “In the event that Executive resigns his or her employment and terminates this Agreement for Good Reason” , then, provided that such resignation constitutes a Separation from Service, Executive shall mean be entitled to the severance pay set forth in Section 10.6 or Section 10.7, as applicable, below. In addition, the parties’ obligations hereunder, except as set forth in the Employee Confidentiality, Proprietary Rights and Non-Solicitation Agreement, Agreement to Arbitrate and Sections 10, 11 and 12 of this Agreement, shall terminate. Good Reason shall be defined as the occurrence of any of the following, following events or conditions without Executive’s express written consent: : (i) a material reduction of diminution in Executive’s authority, duties or responsibilities; ; (ii) a material reduction diminution in the Executive’s Base Salary without the express written consent of the Executive, other than an across-the-board reduction in compensation levels that applies to all senior executives generally; base salary or target annual bonus level; (iii) a material change in the geographic location at which Executive must perform his or her duties, which shall not include a relocation of Executive’s principal work place of employment to any location to within a facility or a fifty (50) mile radius of the location that is 50 miles from the current geographic location at which Executive provides services; or served the Company immediately prior to the relocation; (iv) a material breach of this Agreement by the Company or the failure of Sections 3 , 4 , 5 , 6 or 7 of the Company to obtain an agreement from any successor to the Company in a Change in Control (as defined below) to assume and agree to perform this Agreement; provided, that no resignation for Good Reason shall be effective unless and until (A) . Executive has first provided must provide written notice to the Company with of the occurrence of any of the foregoing events or conditions within ninety (90) days of the occurrence of such event or the date upon which Executive reasonably became aware that such an event or condition had occurred. The Company or any successor or affiliate shall have a period of thirty (30) days to cure such event or condition after receipt of written notice specifically identifying the acts or omissions constituting the grounds of such event from Executive. Any voluntary termination for “Good Reason” within following such thirty (30) days after Executive has or should reasonably be expected to have had knowledge of the occurrence thereof, (B) the Company has not cured such acts or omissions within thirty (30) days of its actual receipt of such notice, and (C) the effective date of Executive’s termination for Good Reason occurs day cure period must occur no later than ninety the date that is six (906) days after months following the initial existence of the facts or circumstances constituting Good Reason. Failure to timely provide such written date notice or to timely resign employment means that Executive will be deemed to have consented to and irrevocably waived the potential Good Reason event. If the Company does timely cure or remedy the Good Reason event, then Executive may either resign his or her employment without Good Reason or Executive may continue to remain employed subject to the terms of this Agreement. If was provided by Executive’s termination of employment is for “Good Reason” and is also a Separation from Service, then Company shall, subject to Section 8(f) and Section 8(i) below and Executive’s execution and non-revocation of a binding release in accordance with Section 8(h) below, have the same obligations as are set forth in Section 8(a) above under the circumstance when a termination without Cause is also a Separation from Service.

Resignation for Good Reason. As used herein(i) The Executive shall have the right to terminate his employment hereunder at any time for Good Reason (as defined below). Upon such termination, the Executive shall, in addition to the Accrued Termination Obligations, have the right to receive from the Company the same Severance Payments and benefits that he would have been entitled to receive had the Executive been terminated by the Company in accordance with Section 7(d) above, including the continued vesting of equity awards, payable as provided in Section 7(d) above (including the provisions of Section 7(d) relating to the requirement of a Release). Further, in the event the Executive terminates his employment hereunder within one (1) year after the effective date of a Covered Transaction, the extended benefits and equity acceleration provided for in Section 7(d)(ii) shall apply, subject to the other terms and conditions of Section 7(d). (ii) The Executive shall have “Good Reason” shall mean the occurrence for termination of his employment hereunder if any of the following, following has occurred without the Executive’s express prior written consent: ; provided that the Executive shall not be deemed to have Good Reason unless (i) a material reduction of Executive’s duties or responsibilities; (ii) a material reduction in the Executive’s Base Salary without the express written consent notice of the Executive, other than an across-the-board reduction in compensation levels that applies event or condition purportedly giving rise to all senior executives generally; (iii) the relocation of Executive’s principal work location to a facility or a location that is 50 miles from the current geographic location at which Executive provides services; or (iv) a material breach by the Company of Sections 3 , 4 , 5 , 6 or 7 of this Agreement; provided, that no resignation for Good Reason shall be effective unless and until (A) Executive has first provided the Company with written notice specifically identifying the acts or omissions constituting the grounds for “Good Reason” within thirty (30) days after Executive has or should reasonably be expected to have had knowledge of the occurrence thereof, (B) the Company has not cured such acts or omissions within thirty (30) days of its actual receipt of such notice, and (C) the effective date of Executive’s termination for Good Reason occurs is given in writing no later than ninety (90) days after the initial existence time at which the event or condition purportedly giving rise to Good Reason first occurs or arises, (ii) there does not exist an event or condition which could serve as the basis of a termination of the facts or circumstances constituting Good Reason. Failure to timely provide such Executive’s employment for Cause, (iii) the Company has had thirty (30) days from the date written notice of such termination is given (the “Cure Period”) to cure such event or condition and has not done so and (iv) the Executive resigns no later than ninety (90) days following expiration of the Cure Period: (A) a material diminution in Executive’s duties or authority; (B) any material reduction in the Base Salary, material perquisites (including vacation allowance) or the overall level of other benefits (other than as a result of changes to timely resign employment means that Executive will be deemed benefit plans generally made available to have consented to and irrevocably waived the potential Good Reason event. If employees and/or senior management of the Company does timely cure in which the Executive participates or remedy for any reductions required by law); (C) relocation of the Good Reason event, then Executive may either resign his or her Executive’s principal place of employment without Good Reason or Executive may continue to remain employed subject to more than fifty (50) miles from its location as of the terms date of this Agreement; or (D) a material breach by the Company of this Agreement. If Executive’s termination of employment is for Notwithstanding the foregoing, the Executive shall not have “Good Reason” to terminate his employment if he has consented in writing to any event set forth above. For the avoidance of doubt, a disagreement between the Executive and is also a Separation from Servicethe Board with respect to the policies and strategies adopted or approved by the Board with respect to the Company’s business and affairs, then Company shall, subject to Section 8(f) and Section 8(i) below and Executive’s execution and non-revocation of a binding release in accordance with Section 8(h) below, have the same obligations as are including without limitation matters set forth in Section 8(a) above under any annual operating budget or strategic plan approved by the circumstance when a termination without Cause is also a Separation from ServiceBoard, shall not constitute “Good Reason” for purposes of this Agreement.

Resignation for Good Reason. As used hereinEmployee may, by written notice to Company during the Term, elect to terminate her employment on the basis of “Good Reasongood reason” shall mean the occurrence of any if there is (a) a material change of the following, principal location in which Executive is required to perform her duties hereunder without Executive’s express written consent: prior consent (i) it being agreed that any location within the state of Colorado shall not be deemed a material reduction of Executive’s duties change); or responsibilities; (iib) a material reduction in (or a failure to pay or provide a material portion of) Employee’s Total Salary or other benefits payable under this Agreement, or (c) a Change in Control of the Company. Any such notice of termination by Executive for “good reason” shall specify the circumstances constituting “good reason” and shall afford Company an opportunity to cure such circumstances at any time within the thirty (30) day period following the date of such notice. If Company does cure such circumstances within said thirty (30) day period, the notice of termination shall be withdrawn by Executive and of no further force and effect. If the circumstances cited in Executive’s Base Salary without notice qualify as “good reason” hereunder and are not cured within the express written consent of the Executive, other than an across-the-board reduction in compensation levels that applies to all senior executives generally; (iii) the relocation of Executive’s principal work location to a facility or a location that is 50 miles from the current geographic location at which Executive provides services; or (iv) a material breach by the Company of Sections 3 , 4 , 5 , 6 or 7 of this Agreement; provided, that no resignation for Good Reason shall be effective unless and until (A) Executive has first provided the Company with written notice specifically identifying the acts or omissions constituting the grounds for “Good Reason” within thirty (30) days after Executive has or should reasonably be expected to have had knowledge of the occurrence thereof, (B) the Company has not cured such acts or omissions within thirty (30) days of its actual receipt of such notice, and (C) the effective date of Executive’s termination for Good Reason occurs no later than this Agreement shall be terminated ninety (90) days after the initial existence of the facts or circumstances constituting Good Reason. Failure to timely provide such Executive’s original written notice or to timely resign employment means that Executive will and such termination shall be deemed to have consented to treated in all respects as if it had been a termination without Cause and irrevocably waived the potential Good Reason event. If the Company does timely cure or remedy the Good Reason eventwithout notice, then Executive may either resign his or her employment without Good Reason or Executive may continue to remain employed subject to the terms but not involving a Change in Control under Section 4.4 of this Agreement. If Executive’s Notwithstanding the foregoing, any voluntary termination of employment is by Employee following a Change in Control shall be a termination for “Good Reasongood reason” pursuant to this Section 4.6 if, but only if, the date of termination is no later than the later of (i) February 13 of the first calendar year following the year in which the Change in Control occurred and is also a Separation from Service, then Company shall, subject to (ii) the fifteenth day of the second month of Company’s fiscal year following the year in which the Change in Control occurred under Section 8(f) and Section 8(i) below and Executive’s execution and non-revocation 4.4 of a binding release in accordance with Section 8(h) below, have the same obligations as are set forth in Section 8(a) above under the circumstance when a termination without Cause is also a Separation from Servicethis Agreement.

Resignation for Good Reason. As used hereinIn the event Executive resigns for good reason as set forth in Section 10(f) and 11 above, “Good Reason” Company shall mean pay Executive: (1) all unpaid Base Salary, earned for the occurrence of any remainder of the followingtime he/she continues to be employed at OSS, without up to a maximum of sixty (60) days, less required deductions and withholdings; (2) Bonus pursuant to Section 5(b) above for any year that has been completed through the last date of employment, that has not yet been paid to Executive, less required deductions and withholdings; and (3) any unreimbursed expenses incurred in accordance with Company policy. In addition, upon Executive signing and returning an effective Release and Waiver at or after his/her last day of employment within the time frame set forth therein, but in no event later than forty-five (45) days following Executive’s express written consentlast day of employment, Executive shall be entitled to: (i1) a material reduction separation payments in an aggregate amount of three (3) months of Executive’s duties or responsibilities; (ii) a material reduction in then-current Base Salary, paid to Executive on the ExecutiveCompany’s Base Salary without the express written consent of the Executiveregular paydays, other than an across-the-board reduction in compensation levels that applies to all senior executives generally; (iii) the relocation of Executive’s principal work location to a facility or a location that is 50 miles from the current geographic location at which Executive provides services; or (iv) a material breach by the Company of Sections 3 , 4 , 5 , 6 or 7 of this Agreement; provided, that no resignation for Good Reason shall be effective unless and until (A) Executive has first provided the Company with written notice specifically identifying the acts or omissions constituting the grounds for “Good Reason” within thirty (30) days after Executive has or should reasonably be expected to have had knowledge of the occurrence thereof, (B) the Company has not cured such acts or omissions within thirty (30) days of its actual receipt of such notice, and (C) the effective date of Executive’s termination for Good Reason occurs no later than ninety (90) days after the initial existence of the facts or circumstances constituting Good Reason. Failure to timely provide such written notice or to timely resign employment means that Executive will be deemed to have consented to and irrevocably waived the potential Good Reason event. If the Company does timely cure or remedy the Good Reason event, then Executive may either resign his or her employment without Good Reason or Executive may continue to remain employed subject to standard payroll deductions and withholdings, with the terms of this Agreement. If Executive’s termination of employment is for “Good Reason” and is also a Separation from Service, then Company shallfirst such payment being made, subject to Section 8(f) and Section 8(i) below and Executive’s execution and non-revocation of a binding release in accordance with Section 8(h13(b) below, have on the same obligations as are set forth in Section 8(afirst payday following the date the Release and Waiver becomes effective (it being understood that such first payment shall include any amounts otherwise payable hereunder on paydays that occur prior to the date the Release and Waiver becomes effective); and (2) above provided that Executive timely elects such coverage, the continuation of Executive’s group health continuation coverage under the circumstance when Consolidated Omnibus Budget Reconciliation Act of 1986 (“COBRA”) at the Company’s expense for a termination without Cause period of three (3) months following the Executive’s last day of employment; provided, however, that in the event Executive becomes eligible for comparable group insurance coverage in connection with new employment, such COBRA premium payments by the Company shall terminate immediately. For avoidance of doubt, a Release and Waiver shall not be deemed to be effective for purpose of this Section unless and until the period for revocation, as provided by applicable law, shall have expired. In the event Executive pursues a claim for breach of contract, Executive agrees that the maximum damage that Executive may recover for breach of contract is also a Separation from Servicethree (3) months’ salary at his/her then current wage level and three (3) months’ COBRA premiums. The payments described in this Section 12(f) are collectively referred to as “Severance Benefits.” In the event Executive is eligible for Severance Benefits under this Section 12(f), Executive is not eligible for any Severance Benefits under Section 12(b) or 12(c) herein.

Resignation for Good Reason. As used hereinDuring the twelve (12) month period after the Effective Date, you may terminate your employment for Good Reason within thirty (30) days of the event constituting Good Reason by delivering to the Company a notice specifying that you are terminating your employment for Good Reason, setting forth in reasonable detail the facts and circumstances you claim give you Good Reason, and giving the Company thirty (30) days to cure the circumstances you claim give you Good Reason. If you deliver such a notice and the Company fails to cure the circumstances you claim give you Good Reason within thirty (30) days resulting in a Separation (as defined in Paragraph 6(c)) then the Company shall pay you the same Severance Pay (as defined below) and premiums to continue your group health insurance coverage under COBRA you would have received if your employment had been terminated without cause pursuant Paragraph 6(b) of this Agreement, provided however, that you must sign a general release of known and unknown claims in a form satisfactory to the Company in order to receive such severance. For purposes of this Agreement, “Good Reason” shall mean the occurrence of any of the following, following events if effected by the Company without Executive’s express written consentyour consent within twelve (12) months after the Effective Date: (i) a material reduction of Executive’s duties change in your position with the Company which materially diminishes your duties, responsibilities, or responsibilitiesauthority; (ii) a material reduction in the Executive’s diminution of your Base Salary without the express written consent of the Executive, other than an across-the-board reduction in compensation levels that applies to all senior executives generallySalary; (iii) the a relocation of Executive’s your principal work location to a facility or a location that is 50 miles from the current geographic location at which Executive provides servicesplace of employment by more than forty (40) miles; or (iv) a material breach of this Agreement by the Company of Sections 3 , 4 , 5 , 6 which remains uncured after reasonable notice and an opportunity to cure; or 7 of this Agreement; provided, that no resignation for Good Reason shall be effective unless and until (A) Executive has first provided the Company with written notice specifically identifying the acts or omissions constituting the grounds for “Good Reason” within thirty (30) days after Executive has or should reasonably be expected to have had knowledge of the occurrence thereof, (Bv) the Company has not cured such acts or omissions within thirty (30) days Company’s failure to secure the written assumption of its actual receipt of such notice, and (C) the effective date of Executive’s termination for Good Reason occurs no later than ninety (90) days after the initial existence of the facts or circumstances constituting Good Reason. Failure to timely provide such written notice or to timely resign employment means that Executive will be deemed to have consented to and irrevocably waived the potential Good Reason event. If the Company does timely cure or remedy the Good Reason event, then Executive may either resign his or her employment without Good Reason or Executive may continue to remain employed subject material obligations under this Agreement from any successor to the terms of this Agreement. If Executive’s termination of employment is for “Good Reason” and is also a Separation from Service, then Company shall, subject to Section 8(f) and Section 8(i) below and Executive’s execution and non-revocation of a binding release in accordance with Section 8(h) below, have the same obligations as are set forth in Section 8(a) above under the circumstance when a termination without Cause is also a Separation from ServiceCompany.

Resignation for Good Reason. As used herein, “(1) Executive may Resign for Good Reason” shall mean Reason upon the occurrence of any of the following, following conditions without Executive’s express prior written consent: : (iA) a material reduction change in Executive’s positions, authority and responsibilities relative to his positions, authority and responsibilities at the Effective Date; (B) a liquidation or dissolution of Company or the Bank, other than liquidations or dissolutions that are caused by reorganizations that do not affect the status of Executive’s duties or responsibilities; ; (iiC) a material reduction in the Executive’s Base Salary without the express written consent of the Executive, other than an across-the-board reduction in compensation levels that applies to all senior executives generally; Salary; (iiiD) the a relocation of Executive’s principal work location to a facility or a location that is 50 place of employment by more than thirty-five (35) miles from its location as of the current geographic location at which Executive provides servicesEffective Date; or or (ivE) a material breach by the Company of Sections 3 , 4 , 5 , 6 or 7 of this Agreement; provided, that no resignation Agreement by Company or the Bank. (2) Resignation for Good Reason shall be effective unless and until effected by delivering to Company, within twelve (A12) Executive has first provided months after the Company with occurrence of one of the conditions described above, a written notice specifically identifying the acts or omissions constituting the grounds specifying a date for “Good Reason” within termination of employment (a) which is not less than thirty (30) days after Executive has or should reasonably be expected to have had knowledge the date of the occurrence thereof, (B) the Company has not cured such acts or omissions within thirty (30) days of its actual receipt of such notice, and (Cb) the effective date of Executive’s termination for Good Reason occurs no later which is not more than ninety (90) days after the initial existence date of the notice. The notice shall also state that Executive is resigning for Good Reason as contemplated by this Section 7(f) and shall set forth in reasonable detail the facts and circumstances claimed to provide a basis for Resignation for Good Reason hereunder. If within the notice period, Company cures or corrects any circumstances constituting providing a basis for Resignation for Good Reason pursuant to Sections 7(f)(1)(A) or (E) only, Executive shall not be entitled to Resign for Good Reason. Failure to timely provide such written notice or to timely resign employment means that . (3) If Executive will be deemed to have consented to and irrevocably waived the potential Resigns for Good Reason event. If at any time after the Company does timely cure or remedy the date of this Agreement (other than a Resignation for Good Reason eventduring the Term after a Change of Control, which shall be governed by Section 8 below), then Executive may either resign his or her employment without Good Reason or Executive may continue to remain employed subject to shall be paid any accrued and unused paid time off as of the terms date of this Agreement. If Executive’s termination of employment is for “Good Reason” employment, and is also a Separation from ServiceExecutive shall continue to be paid, then Company shall, subject to Section 8(fduring the twelve (12) and Section 8(i) below and months that follow the date of Executive’s execution termination of employment, the Base Salary that Executive is entitled to receive as of the date of the notice announcing Executive’s resignation; provided that nothing in this Section 7(f) shall affect Executive’s rights to receive any benefit which has been earned but not paid with respect to Executive’s performance prior to the date of termination. The payment of the twelve (12) months of Base Salary described in this Section 7(f) shall be contingent upon Executive’s executing the Release Agreement within thirty (30) days after the date of such termination, not revoking the Release Agreement, and non-revocation complying with the terms of a binding release the Release Agreement. The payments described in accordance with this Section 8(h7(f) below, have will be due Executive regardless of any subsequent employment attained by Executive which is not in violation of this Agreement or the same obligations as are set forth in Section 8(a) above under the circumstance when a termination without Cause is also a Separation from ServiceRelease Agreement.

Resignation for Good Reason. As used hereinEmployee may, by written notice to Company during the Term, elect to terminate his employment on the basis of “Good Reasongood reason” shall mean the occurrence of any if there is (a) a material change of the following, principal location in which Executive is required to perform his duties hereunder without Executive’s express written consent: prior consent (i) it being agreed that any location within the state of Colorado shall not be deemed a material reduction of Executive’s duties change); or responsibilities; (iib) a material reduction in (or a failure to pay or provide a material portion of) Employee’s Total Salary or other benefits payable under this Agreement or (c) a Change in Control of Company. Any such notice of termination by Executive for “good reason” shall specify the circumstances constituting “good reason” and shall afford Company an opportunity to cure such circumstances at any time within the thirty (30) day period following the date of such notice. If Company does cure such circumstances within said thirty (30) day period, the notice of termination shall be withdrawn by Executive and of no further force and effect. If the circumstances cited in Executive’s Base Salary without notice qualify as “good reason” hereunder and are not cured within the express written consent of the Executive, other than an across-the-board reduction in compensation levels that applies to all senior executives generally; (iii) the relocation of Executive’s principal work location to a facility or a location that is 50 miles from the current geographic location at which Executive provides services; or (iv) a material breach by the Company of Sections 3 , 4 , 5 , 6 or 7 of this Agreement; provided, that no resignation for Good Reason shall be effective unless and until (A) Executive has first provided the Company with written notice specifically identifying the acts or omissions constituting the grounds for “Good Reason” within thirty (30) days after Executive has or should reasonably be expected to have had knowledge of the occurrence thereof, (B) the Company has not cured such acts or omissions within thirty (30) days of its actual receipt of such notice, and (C) the effective date of Executive’s termination for Good Reason occurs no later than this Agreement shall be terminated ninety (90) days after the initial existence of the facts or circumstances constituting Good Reason. Failure to timely provide such Executive’s original written notice or to timely resign employment means that Executive will and such termination shall be deemed to have consented to treated in all respects as if it had been a termination without Cause and irrevocably waived the potential Good Reason event. If the Company does timely cure or remedy the Good Reason eventwithout notice, then Executive may either resign his or her employment without Good Reason or Executive may continue to remain employed subject to the terms but not involving a Change in Control under Section 4.4 of this Agreement. If Executive’s Notwithstanding the foregoing, any voluntary termination by Employee following a Change of employment is Control shall be a termination for “Good Reasongood reason” pursuant to this Section 4.6 if, but only if, the date of termination is no later than the later of (i) February 13 of the first calendar year following the year in which the Change of Control occurred and is also a Separation from Service, then Company shall, subject to Section 8(f(ii) and Section 8(i) below and Executivethe fifteenth day of the second month of Company’s execution and non-revocation fiscal year following the year in which the Change of a binding release in accordance with Section 8(h) below, have the same obligations as are set forth in Section 8(a) above under the circumstance when a termination without Cause is also a Separation from ServiceControl occurred.

Resignation for Good Reason. As used herein, “(1) Executive may Resign for Good Reason” shall mean Reason upon the occurrence of any of the following, following conditions without Executive’s express prior written consent: : (iA) a material reduction change in Executive’s positions, authority and responsibilities relative to Executive’s positions, authority and responsibilities at the Effective Date; (B) a liquidation or dissolution of Company or the Bank, other than liquidations or dissolutions that are caused by reorganizations that do not affect the status of Executive’s duties or responsibilities; ; (iiC) a material reduction in the Executive’s Base Salary without the express written consent of the Executive, (other than an across-the-board a reduction in compensation levels that applies applicable to all senior executives generally; officers of the Company or the Bank but excluding such a reduction if it occurs after a Change in Control); (iiiD) the a relocation of Executive’s principal work location to a facility or a location that is 50 place of employment by more than thirty-five (35) miles from its location as of the current geographic location at which Executive provides servicesEffective Date; or or (ivE) a material breach by the Company of Sections 3 , 4 , 5 , 6 or 7 of this Agreement; provided, that no resignation Agreement by Company or the Bank. (2) Resignation for Good Reason shall be effective unless and until effected by delivering to Company, within three (A3) Executive has first provided months after the Company with occurrence of one of the conditions described above, a written notice specifically identifying the acts or omissions constituting the grounds specifying a date for “Good Reason” within termination of employment (a) which is not less than thirty (30) days after Executive has or should reasonably be expected to have had knowledge the date of the occurrence thereof, (B) the Company has not cured such acts or omissions within thirty (30) days of its actual receipt of such notice, and (Cb) the effective date of Executive’s termination for Good Reason occurs no later which is not more than ninety (90) days after the initial existence date of the notice. The notice shall also state that Executive is resigning for Good Reason as contemplated by this Section 7(f) and shall set forth in reasonable detail the facts and circumstances claimed to provide a basis for Resignation for Good Reason hereunder. If within the notice period, Company cures or corrects any circumstances constituting providing a basis for Resignation for Good Reason pursuant to Sections 7(f)(1)(A) or (E) only, Executive shall not be entitled to Resign for Good Reason. Failure to timely provide such written notice or to timely resign employment means that . (3) If Executive will be deemed to have consented to and irrevocably waived the potential Resigns for Good Reason event. If at any time after the Company does timely cure or remedy the date of this Agreement (other than a Resignation for Good Reason eventduring the Term after a Change of Control, which shall be governed by Section 8 below), then Executive may either resign his shall receive, as severance or her liquidated damages or both, the same payments and benefits Executive would have received under Section 7(e) if Executive’s employment had been terminated without Good Reason or Cause. The payments described in this Section 7(f) will be due Executive may continue to remain employed subject to the terms regardless of any subsequent employment attained by Executive which is not in violation of this Agreement. If Executive’s termination of employment is for “Good Reason” and is also a Separation from Service, then Company shall, subject to Section 8(f) and Section 8(i) below and Executive’s execution and non-revocation of a binding release in accordance with Section 8(h) below, have the same obligations as are set forth in Section 8(a) above under the circumstance when a termination without Cause is also a Separation from Service.

Resignation for Good Reason. As used herein, “Good Reason” shall mean (1) Executive may resign for good reason upon the occurrence of any of the following, without following conditions: (a) Without Executive’s express written consent: , Bankshares requires Executive to render services other than in a senior management or executive capacity or to render services other than the type for which Executive is suited by background and training; (ib) a material A reduction by Bankshares of Executive’s duties or responsibilitiesBase Salary; or (iic) a Any material reduction in the breach of this Amended Agreement by Bankshares; The Executive’s Base Salary without continued employment shall not constitute consent to, or a waiver of rights, with respect to, any act or failure to act constituting good reason. (2) Resignation for good reason shall be effected by delivering to Bankshares, within twelve (12) months after the express written consent occurrence of one of the Executiveconditions described above, other than an across-the-board reduction in compensation levels that applies to all senior executives generally; (iii) the relocation of Executive’s principal work location to a facility or a location that is 50 miles from the current geographic location at which Executive provides services; or (iv) a material breach by the Company of Sections 3 , 4 , 5 , 6 or 7 of this Agreement; provided, that no resignation for Good Reason shall be effective unless and until (A) Executive has first provided the Company with written notice specifically identifying the acts or omissions constituting the grounds specifying a date for “Good Reason” within termination of employment (a) which is not less than thirty (30) days after Executive has or should reasonably be expected to have had knowledge the date of the occurrence thereof, (B) the Company has not cured such acts or omissions within thirty (30) days of its actual receipt of such notice, and (Cb) the effective date of Executive’s termination for Good Reason occurs no later which is not more than ninety (90) days after the initial existence date of the facts or circumstances constituting Good Reasonnotice. Failure to timely provide such written The notice or to timely resign employment means shall also state that Executive will be deemed is resigning for good reason as contemplated by this Section 7(f) and shall set forth in reasonable detail the facts and circumstances claimed to have consented to and irrevocably waived the potential Good Reason eventprovide a basis for resignation for good reason hereunder. If within the Company does timely cure notice period, Bankshares cures or remedy corrects any circumstances providing a basis for resignation for good reason, Executive shall not be entitled to resign for good reason. (3) If Executive resigns for good reason at any time after the Good Reason eventdate of this Amended Agreement (other than a resignation for good reason during the Term after a Change of Control, which shall be governed by Section 8 below), then Executive may either resign his or her employment without Good Reason or Executive may shall continue to remain employed subject to be paid, during the terms twelve (12) months that follow the date of this Agreement. If Executive’s termination of employment employment, the Base Salary that Executive is for “Good Reason” and is also a Separation from Service, then Company shall, subject entitled to Section 8(f) and Section 8(i) below and receive as of the date of the notice announcing Executive’s execution resignation; provided that nothing in this Section 7(f) shall affect Executive’s rights to receive any benefit which has been earned but not paid with respect to Executive’s performance prior to the date of termination. The salary and non-revocation benefits described in this Section 7(f) shall be due Executive regardless of a binding release any subsequent employment attained by Executive which is not in accordance with Section 8(h) below, have the same obligations as are set forth in Section 8(a) above under the circumstance when a termination without Cause is also a Separation from Serviceviolation of this Amended Agreement.

Resignation for Good Reason. As used herein, “(1) Executive may Resign for Good Reason” shall mean Reason upon the occurrence of any of the following, following conditions without Executive’s express prior written consent: : (iA) a material reduction adverse change in Executive’s position, authority and responsibilities relative to her position, authority and responsibilities at the Effective Date; (B) a liquidation or dissolution of Company or the Bank, other than liquidations or dissolutions that are caused by reorganizations that do not affect the status of Executive’s duties or responsibilities; ; (iiC) a material reduction in the Executive’s Base Salary without the express written consent of the Executive, other than an across-the-board reduction in compensation levels that applies to all senior executives generally; Salary; (iiiD) the a relocation of Executive’s principal work location to a facility or a location that is 50 Principal Place of Employment by more than thirty-five (35) miles from its location as of the current geographic location at which Executive provides servicesEffective Date; or or (ivE) a material breach by the Company of Sections 3 , 4 , 5 , 6 or 7 of this Agreement; provided, that no resignation Agreement by Company or the Bank. (2) Resignation for Good Reason shall be effective unless and until effected by delivering to Company, within twelve (A12) Executive has first provided months after the Company with occurrence of one of the conditions described above, a written notice specifically identifying the acts or omissions constituting the grounds specifying a date for “Good Reason” within termination of employment (a) which is not less than thirty (30) days after Executive has or should reasonably be expected to have had knowledge the date of the occurrence thereof, (B) the Company has not cured such acts or omissions within thirty (30) days of its actual receipt of such notice, and (Cb) the effective date of Executive’s termination for Good Reason occurs no later which is not more than ninety (90) days after the initial existence date of the notice. The notice shall also state that Executive is resigning for Good Reason as contemplated by this Section 7(f) and shall set forth in reasonable detail the facts and circumstances claimed to provide a basis for Resignation for Good Reason hereunder. If within the notice period, Company cures or corrects any circumstances constituting providing a basis for Resignation for Good Reason pursuant to Sections 7(f)(1)(A) or (E) only, Executive shall not be entitled to Resign for Good Reason. Failure to timely provide such written notice or to timely resign employment means that . (3) If Executive will be deemed to have consented to and irrevocably waived the potential Resigns for Good Reason event. If at any time after the Company does timely cure or remedy the date of this Agreement (other than a Resignation for Good Reason eventduring the Term after a Change of Control, which shall be governed by Section 8 below), then Executive may either resign his or her employment without Good Reason or Executive may continue to remain employed subject to shall be paid any accrued and unused paid time off as of the terms date of this Agreement. If Executive’s termination of employment is for “Good Reason” employment, and is also a Separation from ServiceExecutive shall continue to be paid, then Company shall, subject to Section 8(fduring the twelve (12) and Section 8(i) below and months that follow the date of Executive’s execution termination of employment, the Base Salary that Executive is entitled to receive as of the date of the notice announcing Executive’s resignation; provided that nothing in this Section 7(f) shall affect Executive’s rights to receive any benefit which has been earned but not paid with respect to Executive’s performance prior to the date of termination. The payment of the twelve (12) months of Base Salary described in this Section 7(f) shall be contingent upon Executive’s executing the Release Agreement within thirty (30) days after the date of such termination, not revoking the Release Agreement, and non-revocation complying with the terms of a binding release the Release Agreement. The payments described in accordance with this Section 8(h7(f) below, have will be due Executive regardless of any subsequent employment attained by Executive which is not in violation of this Agreement or the same obligations as are set forth in Section 8(a) above under the circumstance when a termination without Cause is also a Separation from ServiceRelease Agreement.

Resignation for Good Reason. As used hereinIn the event the Executive resigns for Good Reason, the Executive shall be entitled to receive the Standard Entitlements, and the severance package described in subsection 8.2.1 above, provided, the Executive complies with the conditions described in subsection 8.2.2 above. For purposes of this Agreement, “Good Reason” shall mean means the Executive’s resignation of employment with the Company following the occurrence of any one or more of the following, in each case without the Executive’s express written consent: (ia) a material reduction of Executive’s duties or responsibilities; (ii) a material reduction diminution in the Executive’s Base Salary without or in the express written consent Executive’s target bonus opportunity under the Incentive Plan as in effect for the year in which the termination occurs; (b) a material diminution in the Executive’s title, authority, duties or responsibilities; (c) a material failure to comply with Section 4 hereof; (d) relocation of the Executive, other ’s primary office more than an across-the-board reduction in compensation levels that applies to all senior executives generally; (iii) the relocation of Executive’s principal work location to a facility or a location that is 50 miles from the Executive’s current geographic location at which Executive provides servicesoffice; or (ive) any other action or inaction that constitutes a material breach by the Company of Sections 3 , 4 , 5 , 6 this Agreement or 7 the Nondisclosure and Assignment of Ideas Agreement. For purposes of this Agreement; provided, that no resignation for Good Reason shall be effective unless and until (A) only exist if the Executive has first provided the Company with written provides a notice specifically identifying the acts or omissions constituting the grounds for “Good Reason” within thirty (30) days after Executive has or should reasonably be expected to have had knowledge of the occurrence thereof, (B) the Company has not cured such acts or omissions within thirty (30) days of its actual receipt of such notice, and (C) the effective date of Executive’s termination for Good Reason occurs no later than Reason, in accordance with subsection 11.2 hereof, within ninety (90) days after the initial existence of such grounds and the facts or circumstances Company has had sixty (60) days from the date on which such notice is provided to cure such circumstances. If the Executive does not terminate her employment for Good Reason within sixty (60) days following the end of such sixty (60) day period within which the Company was entitled to remedy the course of conduct constituting Good Reason. Failure Reason but failed to timely provide such written notice or to timely resign employment means that do so, then the Executive will shall be deemed to have consented waived her right to and irrevocably waived the potential terminate for Good Reason event. If the Company does timely cure or remedy the Good Reason event, then Executive may either resign his or her employment without Good Reason or Executive may continue with respect to remain employed subject to the terms of this Agreement. If Executive’s termination of employment is for “Good Reason” and is also a Separation from Service, then Company shall, subject to Section 8(f) and Section 8(i) below and Executive’s execution and non-revocation of a binding release in accordance with Section 8(h) below, have the same obligations as are set forth in Section 8(a) above under the circumstance when a termination without Cause is also a Separation from Servicesuch grounds.

Resignation for Good Reason. Executive may terminate this Agreement for Good Reason (as defined below) by giving written notice of such termination, which termination will become effective on the thirtieth (30th) day following receipt by the Company. As used hereinin this Agreement, “Good Reason” shall mean the occurrence of any one of the following, without Executive’s express written consent: (i) a material reduction of Executive’s duties or responsibilities; (ii) a material reduction in the Executive’s Base Salary without the express written consent and/or a material breach of the Executive, other than an across-the-board reduction in compensation levels that applies to all senior executives generally; (iii) the relocation of Executive’s principal work location to a facility or a location that is 50 miles this Agreement resulting from the current geographic location at which Executive provides services; failure to provide the benefits required in Section 4, (ii) any action or (iv) inaction that constitutes a material breach by the Company of Sections 3 , 4 , 5 , 6 or 7 of this Agreement; provided(iii) a material diminution in Executive’s authority, duties or responsibilities such that they are materially inconsistent with his/her position as Senior Vice President, General Counsel and Corporate Secretary of the Company; and (iv) relocation of the Company’s headquarters to a location that materially increases Executive’s commute, provided that no resignation termination for Good Reason shall be effective unless and until (A) Executive has first provided given the Company with written notice specifically identifying the acts or omissions constituting the grounds for “Good Reason” (pursuant to Section 11 below) within thirty sixty (3060) days after Executive has or should reasonably be expected to have had knowledge becomes aware of the initial occurrence thereofof any of the foregoing specifying the event or condition constituting the Good Reason and the specific reasonable cure requested by Executive, (B) and the Company has not cured such acts or omissions failed to cure the occurrence within thirty (30) days of its actual receipt of such noticereceiving written notice from Executive, and Executive resigns within six (C6) months after Executive becomes aware of the effective date initial occurrence. In the event of Executive’s a termination for Good Reason occurs no later than ninety (90) days after the initial existence of the facts or circumstances constituting Good Reason. Failure to timely provide such written notice or to timely resign employment means that , Executive will be deemed to have consented to and irrevocably waived the potential Good Reason event. If the Company does timely cure or remedy the Good Reason event, then Executive may either resign his or her employment without Good Reason or Executive may continue to remain employed subject entitled to the terms of this Agreement. If Executive’s termination of employment is for “Good Reason” Accrued Benefits and is also a Separation from Servicethe Severance Benefits, then Company shall, subject to Section 8(f) and Section 8(i) below and Executive’s execution and non-revocation of a binding release in accordance with Section 8(h) below, have on the same obligations conditions, form of payment and timing as are set forth in Section 8(a) above under the circumstance when a termination without Cause is also a Separation from Service5(a).

Resignation for Good Reason. As used herein(i) The Executive shall have the right to terminate his employment hereunder at any time for Good Reason (as defined below). Upon such termination, the Executive shall, in addition to the Accrued Termination Obligations, have the right to receive from the Company the same Severance Payments and benefits that he would have been entitled to receive had the Executive been terminated by the Company in accordance with Section 7(d) above, payable as provided in Section 7(d) above (including the provisions of Section 7(d) relating to the requirement of a Release). (ii) The Executive shall have “Good Reason” shall mean the occurrence for termination of his employment hereunder if any of the following, following has occurred without the Executive’s express prior written consent: ; provided that the Executive shall not be deemed to have Good Reason unless (i) a material reduction of Executive’s duties or responsibilities; (ii) a material reduction in the Executive’s Base Salary without the express written consent notice of the Executive, other than an across-the-board reduction in compensation levels that applies event or condition purportedly giving rise to all senior executives generally; (iii) the relocation of Executive’s principal work location to a facility or a location that is 50 miles from the current geographic location at which Executive provides services; or (iv) a material breach by the Company of Sections 3 , 4 , 5 , 6 or 7 of this Agreement; provided, that no resignation for Good Reason shall be effective unless and until (A) Executive has first provided the Company with written notice specifically identifying the acts or omissions constituting the grounds for “Good Reason” within thirty (30) days after Executive has or should reasonably be expected to have had knowledge of the occurrence thereof, (B) the Company has not cured such acts or omissions within thirty (30) days of its actual receipt of such notice, and (C) the effective date of Executive’s termination for Good Reason occurs is given in writing no later than ninety (90) days after the initial existence time at which the event or condition purportedly giving rise to Good Reason first occurs or arises, (ii) there does not exist an event or condition which could serve as the basis of a termination of the facts or circumstances constituting Good Reason. Failure to timely provide such Executive’s employment for Cause, (iii) the Company has had thirty (30) days from the date written notice of such termination is given (the “Cure Period”) to cure such event or condition and has not done so and (iv) the Executive resigns no later than ninety (90) days following expiration of the Cure Period: (A) a material diminution in Executive’s duties or authority; (B) any material reduction in the Base Salary, material perquisites (including vacation allowance) or the overall level of other benefits (other than as a result of changes to timely resign employment means that Executive will be deemed benefit plans generally made available to have consented to and irrevocably waived the potential Good Reason event. If employees and/or senior management of the Company does timely cure in which the Executive participates or remedy for any reductions required by law); (C) relocation of the Good Reason event, then Executive may either resign his or her Executive’s principal place of employment without Good Reason or Executive may continue to remain employed subject to more than fifty (50) miles from its location as of the terms date of this Agreement; or (D) a material breach by the Company of this Agreement. If Executive’s termination of employment is for Notwithstanding the foregoing, the Executive shall not have “Good Reason” to terminate his employment if he has consented in writing to any event set forth above. For the avoidance of doubt, a disagreement between the Executive and is also a Separation from Servicethe Board with respect to the policies and strategies adopted or approved by the Board with respect to the Company’s business and affairs, then Company shall, subject to Section 8(f) and Section 8(i) below and Executive’s execution and non-revocation of a binding release in accordance with Section 8(h) below, have the same obligations as are including without limitation matters set forth in Section 8(a) above under any annual operating budget or strategic plan approved by the circumstance when a termination without Cause is also a Separation from ServiceBoard, shall not constitute “Good Reason” for purposes of this Agreement.

Resignation for Good Reason. As used herein, “(1) Executive may Resign for Good Reason” shall mean Reason upon the occurrence of any of the following, following conditions without Executive’s express prior written consent: : (iA) a material reduction adverse change in Executive’s position, authority and responsibilities relative to his position, authority and responsibilities at the Effective Date; (B) a liquidation or dissolution of Company or the Bank, other than liquidations or dissolutions that are caused by reorganizations that do not affect the status of Executive’s duties or responsibilities; ; (iiC) a material reduction in the Executive’s Base Salary without the express written consent of the Executive, other than an across-the-board reduction in compensation levels that applies to all senior executives generally; Salary; (iiiD) the a relocation of Executive’s principal work location to a facility or a location that is 50 place of employment by more than thirty-five (35) miles from its location as of the current geographic location at which Executive provides servicesEffective Date; or or (ivE) a material breach by the Company of Sections 3 , 4 , 5 , 6 or 7 of this Agreement; provided, that no resignation Agreement by Company or the Bank. (2) Resignation for Good Reason shall be effective unless and until effected by delivering to Company, within twelve (A12) Executive has first provided months after the Company with occurrence of one of the conditions described above, a written notice specifically identifying the acts or omissions constituting the grounds specifying a date for “Good Reason” within termination of employment (a) which is not less than thirty (30) days after Executive has or should reasonably be expected to have had knowledge the date of the occurrence thereof, (B) the Company has not cured such acts or omissions within thirty (30) days of its actual receipt of such notice, and (Cb) the effective date of Executive’s termination for Good Reason occurs no later which is not more than ninety (90) days after the initial existence date of the notice. The notice shall also state that Executive is resigning for Good Reason as contemplated by this Section 7(f) and shall set forth in reasonable detail the facts and circumstances claimed to provide a basis for Resignation for Good Reason hereunder. If within the notice period, Company cures or corrects any circumstances constituting providing a basis for Resignation for Good Reason pursuant to Sections 7(f)(1)(A) or (E) only, Executive shall not be entitled to Resign for Good Reason. Failure to timely provide such written notice or to timely resign employment means that . (3) If Executive will be deemed to have consented to and irrevocably waived the potential Resigns for Good Reason event. If at any time after the Company does timely cure or remedy the date of this Agreement (other than a Resignation for Good Reason eventduring the Term after a Change of Control, which shall be governed by Section 8 below), then Executive may either resign his or her employment without Good Reason or Executive may continue to remain employed subject to shall be paid any accrued and unused paid time off as of the terms date of this Agreement. If Executive’s termination of employment is for “Good Reason” employment, and is also a Separation from ServiceExecutive shall continue to be paid, then Company shall, subject to Section 8(fduring the twelve (12) and Section 8(i) below and months that follow the date of Executive’s execution termination of employment, the Base Salary that Executive is entitled to receive as of the date of the notice announcing Executive’s resignation; provided that nothing in this Section 7(f) shall affect Executive’s rights to receive any benefit which has been earned but not paid with respect to Executive’s performance prior to the date of termination. The payment of the twelve (12) months of Base Salary described in this Section 7(f) shall be contingent upon Executive’s executing the Release Agreement within thirty (30) days after the date of such termination, not revoking the Release Agreement, and non-revocation complying with the terms of a binding release the Release Agreement. The payments described in accordance with this Section 8(h7(f) below, have will be due Executive regardless of any subsequent employment attained by Executive which is not in violation of this Agreement or the same obligations as are set forth in Section 8(a) above under the circumstance when a termination without Cause is also a Separation from ServiceRelease Agreement.

Resignation for Good Reason. Executive may terminate this Agreement for Good Reason (as defined below) by giving written notice to the Company of such termination, subject to Executive complying with the notice, cure period and other requirements set forth within the definition of Good Reason below. As used hereinin this Agreement, “Good Reason” shall mean the occurrence of any one of the following, following without Executive’s express written consent: (i) a material reduction of in Executive’s duties or responsibilities; base compensation (which includes Base Salary, the Executive’s target bonus and any other base compensation) and/or a material breach of this Agreement by the Company resulting from the failure to provide the benefits required in Section 4, (ii) a material reduction in the Executive’s Base Salary without the express written consent of the Executive, other than an across-the-board reduction in compensation levels any action or inaction that applies to all senior executives generally; (iii) the relocation of Executive’s principal work location to a facility or a location that is 50 miles from the current geographic location at which Executive provides services; or (iv) constitutes a material breach by the Company of Sections 3 , 4 , 5 , 6 or 7 of this Agreement; provided(iii) a material diminution in Executive’s authority, duties or responsibilities such that they are materially inconsistent with his/her position as Senior Vice President, General Counsel and Corporate Secretary of the Company; and (iv) relocation of the Company’s headquarters to a location that materially increases Executive’s commute, provided that no resignation termination for Good Reason shall be effective unless and until (A) Executive has first provided given the Company with written notice specifically identifying the acts or omissions constituting the grounds for “Good Reason” (pursuant to Section 11 below) within thirty sixty (3060) days after Executive has or should reasonably be expected to have had knowledge becomes aware of the initial occurrence thereofof any of the foregoing specifying the event or condition constituting the Good Reason and the specific reasonable cure requested by Executive, (B) and the Company has not cured such acts or omissions failed to cure the occurrence within thirty (30) days of its actual receipt of such noticereceiving written notice from Executive, and Executive resigns within six (C6) months after Executive becomes aware of the effective date initial occurrence. In the event of Executive’s a termination for Good Reason occurs no later than ninety (90) days after the initial existence of the facts or circumstances constituting Good Reason. Failure to timely provide such written notice or to timely resign employment means that , Executive will be deemed to have consented to and irrevocably waived the potential Good Reason event. If the Company does timely cure or remedy the Good Reason event, then Executive may either resign his or her employment without Good Reason or Executive may continue to remain employed subject entitled to the terms of this Agreement. If Executive’s termination of employment is for “Good Reason” Accrued Benefits and is also a Separation from Servicethe Severance Benefits, then Company shall, subject to Section 8(f) and Section 8(i) below and Executive’s execution and non-revocation of a binding release in accordance with Section 8(h) below, have on the same obligations conditions, form of payment and timing as are set forth in Section 8(a) above under the circumstance when a termination without Cause is also a Separation from Service5(a).

Resignation for Good Reason. Executive may terminate this Agreement for Good Reason (as defined below) by giving written notice to the Company of such termination, subject to Executive complying with the notice, cure period and other requirements set forth within the definition of Good Reason below. As used hereinin this Agreement, “Good Reason” shall mean the occurrence of any one of the following, following without Executive’s express written consent: (i) a material reduction of in Executive’s duties or responsibilities; base compensation (which includes Base Salary, the Executive’s target bonus and any other base compensation) and/or a material breach of this Agreement by the Company resulting from the failure to provide the benefits required in Section 4, (ii) a material reduction in the Executive’s Base Salary without the express written consent of the Executive, other than an across-the-board reduction in compensation levels any action or inaction that applies to all senior executives generally; (iii) the relocation of Executive’s principal work location to a facility or a location that is 50 miles from the current geographic location at which Executive provides services; or (iv) constitutes a material breach by the Company of Sections 3 , 4 , 5 , 6 or 7 of this Agreement; provided(iii) a material diminution in Executive’s authority, duties or responsibilities such that they are materially inconsistent with his/her position as Senior Vice President, Chief Financial Officer of the Company; and (iv) relocation of the Company’s headquarters to a location that materially increases Executive’s commute, provided that no resignation termination for Good Reason shall be effective unless and until (A) Executive has first provided given the Company with written notice specifically identifying the acts or omissions constituting the grounds for “Good Reason” (pursuant to Section 11 below) within thirty sixty (3060) days after Executive has or should reasonably be expected to have had knowledge becomes aware of the initial occurrence thereofof any of the foregoing specifying the event or condition constituting the Good Reason and the specific reasonable cure requested by Executive, (B) and the Company has not cured such acts or omissions failed to cure the occurrence within thirty (30) days of its actual receipt of such noticereceiving written notice from Executive, and Executive resigns within six (C6) months after Executive becomes aware of the effective date initial occurrence. In the event of Executive’s a termination for Good Reason occurs no later than ninety (90) days after the initial existence of the facts or circumstances constituting Good Reason. Failure to timely provide such written notice or to timely resign employment means that , Executive will be deemed to have consented to and irrevocably waived the potential Good Reason event. If the Company does timely cure or remedy the Good Reason event, then Executive may either resign his or her employment without Good Reason or Executive may continue to remain employed subject entitled to the terms of this Agreement. If Executive’s termination of employment is for “Good Reason” Accrued Benefits and is also a Separation from Servicethe Severance Benefits, then Company shall, subject to Section 8(f) and Section 8(i) below and Executive’s execution and non-revocation of a binding release in accordance with Section 8(h) below, have on the same obligations conditions, form of payment and timing as are set forth in Section 8(a) above under the circumstance when a termination without Cause is also a Separation from Service5(a).

Resignation for Good Reason. As used herein, “(1) Executive may Resign for Good Reason” shall mean Reason upon the occurrence of any of the following, following conditions without Executive’s express prior written consent: : (iA) a material reduction of adverse change in Executive’s duties or responsibilities; positions, authority and responsibilities relative to his position, authority and responsibilities at the Effective Date; (iiB) a material reduction in the Executive’s Base Salary without the express written consent of the Executive, other than an across-the-board reduction in compensation levels that applies to all senior executives generally; Salary; (iiiC) the a relocation of Executive’s principal work location to a facility or a location that is 50 place of employment by more than thirty-five (35) miles from its location as of the current geographic location at which Executive provides servicesEffective Date; or or (ivD) a material breach of this Agreement by Company or the Bank. (2) In order to invoke a Resignation for Good Reason, Executive shall provide written notice to Company of Sections 3 the existence of one or more of the conditions described in clauses (A) through (D) within ninety (90) days following the initial existence of such condition or conditions, 4 specifying in reasonable detail the conditions constituting Good Reason, 5 and Company shall have thirty (30) days following receipt of such written notice during which it may remedy the condition. If the condition is not cured within such thirty (30) day period, 6 or 7 Executive’s employment shall terminate at the end of this Agreement; provided, that no resignation such thirtieth (30th) day. (3) If Executive Resigns for Good Reason at any time after the date of this Agreement (other than a Resignation for Good Reason during the Term after a Change of Control, which shall be effective unless and until (A) governed by Section 8 below), then Executive has first provided the Company with written notice specifically identifying the acts or omissions constituting the grounds for “Good Reason” shall be paid within thirty (30) days after Executive has or should reasonably be expected to have had knowledge following Executive’s separation from service (A) any accrued and unused paid time off as of the occurrence thereof, (B) the Company has not cured such acts or omissions within thirty (30) days of its actual receipt of such notice, and (C) the effective date of Executive’s termination separation from service, and (B) a lump sum severance payment equal to twelve (12) months of Executive’s Base Salary as of the date Executive Resigns for Good Reason occurs no later than ninety (90or if Executive Resigns for Good Reason based on a reduction in Base Salary, the amount will be calculated based on the amount of Base Salary prior to the reduction); provided that nothing in this Section 7(f) shall affect Executive’s rights to receive any benefit which has been earned but not paid with respect to Executive’s performance prior to the date of termination. The payment of the twelve (12) months of Base Salary described in this Section 7(f) shall be contingent upon Executive’s executing the Release Agreement within twenty (22) days after the initial existence date of such termination, not revoking the facts or circumstances constituting Good Reason. Failure to timely provide such written notice or to timely resign employment means that Executive will be deemed to have consented to Release Agreement, and irrevocably waived the potential Good Reason event. If the Company does timely cure or remedy the Good Reason event, then Executive may either resign his or her employment without Good Reason or Executive may continue to remain employed subject to complying with the terms of this the Release Agreement. If Executive’s termination The payments described in this Section 7(f) will be due Executive regardless of any subsequent employment attained by Executive which is for “Good Reason” and is also a Separation from Service, then Company shall, subject to Section 8(f) and Section 8(i) below and Executive’s execution and non-revocation not in violation of a binding release in accordance with Section 8(h) below, have this Agreement or the same obligations as are set forth in Section 8(a) above under the circumstance when a termination without Cause is also a Separation from ServiceRelease Agreement.

Resignation for Good Reason. As used hereinIf, during the Term of this Agreement, Employee resigns from his employment with the Employer and its affiliates for Good Reason in accordance with the requirements of this Paragraph 10.C, then he shall become entitled to the Accrued Compensation. In addition, subject to Employee’s continuing compliance with the covenants contained in Paragraphs 7 and 8 of this Agreement and any other similar applicable restrictive covenants with Employer or an affiliate, and the execution by Employee of Release within the time period specified by Employer at the time of the Termination Date (which shall be no longer than 50 days after the Termination Date) and the expiration of any applicable revocation period with respect to the Release, then Employee shall become entitled to receive the same severance benefits set forth in Paragraph 10.B, subject to the same terms and conditions set forth therein. Employee agrees that before Employee resigns for Good Reason, Employee must give Employer 30 days’ advance written notice of the reason(s) therefor. For purposes of this Agreement, “Good Reason” shall mean constitutes the occurrence happening of any of the following, without Executivethe consent of Employee: 1. Material breach of any provision of this Agreement by Employer; 2. The assignment to Employee of duties inconsistent with Employee’s express written consent: position as Executive Vice President (iincluding his removal from the Executive Management Committee) or any other action by Employer which results in a material diminution in such position, authority, duties, or responsibilities, excluding an isolated, insubstantial action not taken in bad faith; 3. The material reduction of Employee’s Annual Salary or Bonus or any other action by Employer which results in a material reduction of ExecutiveEmployee’s duties or responsibilitiesannual compensation; (ii) or 4. Employer requiring Employee to be based in a material reduction in the Executive’s Base Salary without the express written consent of the Executive, city other than an across-the-board reduction in compensation levels that applies where Employee resides. Notwithstanding the foregoing or any provision to all senior executives generally; (iii) the relocation of Executive’s principal work location to a facility or a location that is 50 miles from the current geographic location at which Executive provides services; or (iv) a material breach by the Company of Sections 3 contrary, 4 , 5 , 6 or 7 of this Agreement; provided, that no resignation for Good Reason shall not be effective deemed to exist unless and until (A) Executive has first provided the Company with written notice specifically identifying the acts or omissions constituting the grounds for “Good Reason” within of termination on account thereof is given to Employer no later than thirty (30) days after Executive has the time at which the event or should reasonably be expected condition purportedly giving rise to Good Reason first occurs or arises; and, provided, that if there exists an event or condition that constitutes Good Reason, Employer shall have had knowledge of the occurrence thereof, (B) the Company has not cured such acts or omissions within thirty (30) days of its actual receipt from the date notice of such noticea termination is given to cure such event or condition and, and (C) the effective date of Executive’s termination for if Employer does so, such event or condition shall not constitute Good Reason occurs no later than ninety (90) days after the initial existence of the facts or circumstances constituting Good Reason. Failure to timely provide such written notice or to timely resign employment means that Executive will be deemed to have consented to and irrevocably waived the potential Good Reason event. If the Company does timely cure or remedy the Good Reason event, then Executive may either resign his or her employment without Good Reason or Executive may continue to remain employed subject to the terms for purposes of this Agreement. If Executive’s termination of employment is for “Good Reason” and is also a Separation from Service, then Company shall, subject to Section 8(f) and Section 8(i) below and Executive’s execution and non-revocation of a binding release in accordance with Section 8(h) below, have the same obligations as are set forth in Section 8(a) above under the circumstance when a termination without Cause is also a Separation from Service.

Resignation for Good Reason. As used herein, “Good Reason” shall mean (1) Executive may resign for good reason upon the occurrence of any of the following, without Executive’s express written consent: following conditions: (ia) a material A reduction by the Bank of Executive’s duties or responsibilitiesBase Salary; or (iib) a Any material reduction in breach of this Agreement by the Bank; Executive’s Base Salary without continued employment shall not constitute consent to, or a waiver of rights, with respect to, any act or failure to act constituting good reason. (2) Resignation for good reason shall be effected by delivering to the express written consent Bank, within twelve (12) months after the occurrence of one of the Executiveconditions described above, other than an across-the-board reduction in compensation levels that applies to all senior executives generally; (iii) the relocation of Executive’s principal work location to a facility or a location that is 50 miles from the current geographic location at which Executive provides services; or (iv) a material breach by the Company of Sections 3 , 4 , 5 , 6 or 7 of this Agreement; provided, that no resignation for Good Reason shall be effective unless and until (A) Executive has first provided the Company with written notice specifically identifying the acts or omissions constituting the grounds specifying a date for “Good Reason” within termination of employment (a) which is not less than thirty (30) days after Executive has or should reasonably be expected to have had knowledge the date of the occurrence thereof, (B) the Company has not cured such acts or omissions within thirty (30) days of its actual receipt of such notice, and (Cb) the effective date of Executive’s termination for Good Reason occurs no later which is not more than ninety (90) days after the initial existence date of the facts or circumstances constituting Good Reasonnotice. Failure to timely provide such written The notice or to timely resign employment means shall also state that Executive will be deemed is resigning for good reason as contemplated by this Section 7(f) and shall set forth in reasonable detail the facts and circumstances claimed to have consented to and irrevocably waived the potential Good Reason eventprovide a basis for resignation for good reason hereunder. If within the Company does timely cure notice period, the Bank cures or remedy corrects any circumstances providing a basis for resignation for good reason, Executive shall not be entitled to resign for good reason. (3) If Executive resigns for good reason at any time after the Good Reason eventdate of this Agreement (other than a resignation for good reason during the Term after a Change of Control, which shall be governed by Section 8 below), then Executive may either resign his or her employment without Good Reason or Executive may continue to remain employed subject to shall be paid any accrued and unused paid time off as of the terms date of this Agreement. If Executive’s termination of employment is for “Good Reason” employment, and is also a Separation from ServiceExecutive shall continue to be paid, then Company shall, subject to Section 8(fduring the twelve (12) and Section 8(i) below and months that follow the date of Executive’s execution termination of employment, the Base Salary that Executive is entitled to receive as of the date of the notice announcing Executive’s resignation; provided that nothing in this Section 7(f) shall affect Executive’s rights to receive any benefit which has been earned but not paid with respect to Executive’s performance prior to the date of termination. The Bank’s payment of the twelve (12) months of Base Salary described in this Section 7(f) shall be contingent upon Executive’s executing the Release Agreement within thirty (30) days after the date of such termination, not revoking the Release Agreement, and non-revocation complying with the terms of a binding release the Release Agreement. The salary described in accordance with this Section 8(h7(f) below, have will be due Executive regardless of any subsequent employment attained by Executive which is not in violation of this Agreement or the same obligations as are set forth in Section 8(a) above under the circumstance when a termination without Cause is also a Separation from ServiceRelease Agreement.

Resignation for Good Reason. As used herein(a) The Executive may terminate Executive’s employment for Good Reason (as defined below) if Executive provides three (3) months prior written notice to the Company, which notice period may be reduced by the Company upon receipt of such notice. Upon such a termination, the Executive will be entitled to receive the Accrued Rights and any Accrued Bonus. (b) In addition to the Accrued Rights and Accrued Bonus, if the Executive’s employment is terminated by the Executive for Good Reason, subject to Section 6.6 the Executive will be entitled to receive as severance Executive’s Base Salary then in effect at the time of such termination for the Severance Period. Such payments will be made in equal installments over the Severance Period in accordance with the Payroll Policies. (c) Subject to Section 6.6, the Executive will also be entitled during the Severance Period to payment of the Company’s portion of post-employment Company-sponsored health insurance premiums under COBRA (at the same levels and costs in effect on the date of termination (excluding, for purposes of calculating cost, an employee’s ability to pay premiums with pre-tax dollars)) and subject to Executive’s valid election to continue healthcare coverage under COBRA, to the extent permissible under the Company’s health insurance plans including, if permitted and still maintained by the Company, Benicomp, (as may be amended, modified or terminated by the Company from time to time), subject to applicable taxes and withholdings; provided, that if the Executive becomes covered by the health insurance policy of any subsequent employer during the Severance Period, the continuation of such health insurance coverage and premium payment by the Company shall cease. (d) Following a termination of the Executive’s employment by the Executive for Good Reason, the Executive shall have no further rights to any compensation or any other benefits except as set forth in this Section 6.5. (e) The Executive shall have “Good Reason” shall mean the occurrence for termination of Executive’s employment hereunder if, other than for Cause, any of the following, without Executive’s express written consent: following has occurred: (i) a material reduction in the Base Salary other than as described under Section 5.1 of Executive’s duties or responsibilities; this Agreement; (ii) a material reduction in the movement by the Company, without the Executive’s Base Salary without the express written consent consent, of the Executive, other ’s principal place of employment to a site that is more than an across-the-board reduction in compensation levels that applies to all senior executives generally; 50 miles from the Executive’s current principal place of employment; (iii) the relocation Company has reduced or reassigned, in any material respect, the duties and responsibilities of Executive’s principal work location to a facility or a location the Executive hereunder and such event has not been rescinded within sixty (60) business days after the Executive notifies the Company that is 50 miles from the current geographic location at which Executive provides services; or objects thereto; (iv) a the diminution or other reduction in the title of the Executive’s position with the Company; (v) the Company requires the Executive to directly report to anyone other than the Chief Executive Officer of the Company; or (vi) any material breach by the Company of Sections 3 , 4 , 5 , 6 or 7 of this Agreement; provided. Notwithstanding the foregoing, that no resignation for Good Reason the Executive shall be effective unless and until (A) Executive has first provided the Company with written notice specifically identifying the acts or omissions constituting the grounds for not have “Good Reason” within thirty (30) days after Executive has or should reasonably be expected to have had knowledge terminate the Executive’s employment in connection with any of the occurrence thereof, foregoing events unless (B1) Executive provides the Company has not cured such acts or omissions within thirty with three (303) days of its actual receipt months prior written notice of such noticetermination, and (C) the effective date of Executive’s termination for Good Reason occurs no later than such notice is provided within ninety (90) days after of the initial existence occurrence of the facts or circumstances event constituting Good Reason. Failure , (2) such termination is conditioned upon the Company failing to timely provide such written notice or to timely resign employment means that Executive will be deemed to have consented to and irrevocably waived cure the potential event constituting Good Reason event. If within the thirty-day period following provision of notice, and (3) the Company does timely fails to cure or remedy the such event constituting Good Reason event, then Executive may either resign his or her employment without Good Reason or Executive may continue to remain employed subject to the terms of this Agreement. If Executive’s termination of employment is for “Good Reason” and is also a Separation from Service, then Company shall, subject to Section 8(f) and Section 8(i) below and Executive’s execution and nonwithin such thirty-revocation of a binding release in accordance with Section 8(h) below, have the same obligations as are set forth in Section 8(a) above under the circumstance when a termination without Cause is also a Separation from Serviceday period.

Resignation for Good Reason. Executive may terminate this Agreement for Good Reason (as defined below) by giving written notice to the Company of such termination, subject to Executive complying with the notice, cure period and other requirements set forth within the definition of Good Reason below. As used hereinin this Agreement, “Good Reason” shall mean the occurrence of any one of the following, following without Executive’s express written consent: (i) a material reduction of in Executive’s duties base compensation (which includes Base Salary, the Executive’s target bonus and any other base compensation) and/or a material breach of this Agreement by the Company resulting from the failure to provide the compensation or responsibilities; benefits required in Section 4, (ii) a material reduction in the Executive’s Base Salary without the express written consent of the Executive, other than an across-the-board reduction in compensation levels any action or inaction that applies to all senior executives generally; (iii) the relocation of Executive’s principal work location to a facility or a location that is 50 miles from the current geographic location at which Executive provides services; or (iv) constitutes a material breach by the Company of Sections 3 , 4 , 5 , 6 or 7 of this Agreement; provided(iii) a material diminution in Executive’s authority, duties or responsibilities such that they are materially inconsistent with his/her position as Senior Vice President, Chief Administrative Officer of the Company; and (iv) relocation of the Company’s office where Executive is providing Executive’s services to the Company to a location that increases Executive’s commute by thirty (30) miles or more, provided that no resignation termination for Good Reason shall be effective unless and until (A) Executive has first provided given the Company with written notice specifically identifying the acts or omissions constituting the grounds for “Good Reason” (pursuant to Section 11 below) within thirty sixty (3060) days after Executive has or should reasonably be expected to have had knowledge becomes aware of the initial occurrence thereofof any of the foregoing specifying the event or condition constituting the Good Reason and the specific reasonable cure requested by Executive, (B) and the Company has not cured such acts or omissions failed to cure the occurrence within thirty (30) days of its actual receipt of such noticereceiving written notice from Executive, and Executive resigns within six (C6) months after Executive becomes aware of the effective date initial occurrence. In the event of Executive’s a termination for Good Reason occurs no later than ninety (90) days after the initial existence of the facts or circumstances constituting Good Reason. Failure to timely provide such written notice or to timely resign employment means that , Executive will be deemed to have consented to and irrevocably waived the potential Good Reason event. If the Company does timely cure or remedy the Good Reason event, then Executive may either resign his or her employment without Good Reason or Executive may continue to remain employed subject entitled to the terms of this Agreement. If Executive’s termination of employment is for “Good Reason” Accrued Benefits and is also a Separation from Servicethe Severance Benefits, then Company shall, subject to Section 8(f) and Section 8(i) below and Executive’s execution and non-revocation of a binding release in accordance with Section 8(h) below, have on the same obligations conditions, form of payment and timing as are set forth in Section 8(a) above under the circumstance when a termination without Cause is also a Separation from Service5(a).

Resignation for Good Reason. Executive may terminate this Agreement for Good Reason (as defined below) by giving written notice to the Company of such termination, subject to Executive complying with the notice, cure period and other requirements set forth within the definition of Good Reason below. As used hereinin this Agreement, “Good Reason” shall mean the occurrence of any one of the following, following without Executive’s express written consent: (i) a material reduction of in Executive’s duties base compensation (which includes Base Salary, the Executive’s target bonus and any other base compensation) and/or a material breach of this Agreement by the Company resulting from the failure to provide the compensation or responsibilities; benefits required in Section 4, (ii) a material reduction in the Executive’s Base Salary without the express written consent of the Executive, other than an across-the-board reduction in compensation levels any action or inaction that applies to all senior executives generally; (iii) the relocation of Executive’s principal work location to a facility or a location that is 50 miles from the current geographic location at which Executive provides services; or (iv) constitutes a material breach by the Company of Sections 3 , 4 , 5 , 6 or 7 of this Agreement; provided(iii) a material diminution in Executive’s authority, duties or responsibilities such that they are materially inconsistent with his/her position as Senior Vice President, General Counsel and Corporate Secretary of the Company; and (iv) relocation of the Company’s office where Executive is providing Executive’s services to the Company to a location that increases Executive’s commute by thirty (30) miles or more, provided that no resignation termination for Good Reason shall be effective unless and until (A) Executive has first provided given the Company with written notice specifically identifying the acts or omissions constituting the grounds for “Good Reason” (pursuant to Section 11 below) within thirty sixty (3060) days after Executive has or should reasonably be expected to have had knowledge becomes aware of the initial occurrence thereofof any of the foregoing specifying the event or condition constituting the Good Reason and the specific reasonable cure requested by Executive, (B) and the Company has not cured such acts or omissions failed to cure the occurrence within thirty (30) days of its actual receipt of such noticereceiving written notice from Executive, and Executive resigns within six (C6) months after Executive becomes aware of the effective date initial occurrence. In the event of Executive’s a termination for Good Reason occurs no later than ninety (90) days after the initial existence of the facts or circumstances constituting Good Reason. Failure to timely provide such written notice or to timely resign employment means that , Executive will be deemed to have consented to and irrevocably waived the potential Good Reason event. If the Company does timely cure or remedy the Good Reason event, then Executive may either resign his or her employment without Good Reason or Executive may continue to remain employed subject entitled to the terms of this Agreement. If Executive’s termination of employment is for “Good Reason” Accrued Benefits and is also a Separation from Servicethe Severance Benefits, then Company shall, subject to Section 8(f) and Section 8(i) below and Executive’s execution and non-revocation of a binding release in accordance with Section 8(h) below, have on the same obligations conditions, form of payment and timing as are set forth in Section 8(a) above under the circumstance when a termination without Cause is also a Separation from Service5(a).

Resignation for Good Reason. As used herein(a) The Executive may voluntarily terminate his employment for Good Reason if the following requirements are satisfied: (i) the Executive shall have given a written notice to the Company stating that the Executive intends to terminate his employment for Good Reason and describing therein in reasonable detail the act(s) or failure(s) constituting Good Reason (a “Resignation for Good Reason Notice”), (ii) the Resignation for Good Reason Notice must have been received by the Secretary of the Company within 60 days after the Executive knows or reasonably should have known of the act or failure (or the last in a series of acts or failures) identified by the Executive as constituting Good Reason, (iii) the Company shall have failed to remedy the act(s) or failure(s) identified by the Executive as constituting Good Reason within 45 days after receiving the Resignation for Good Reason Notice (the “Cure Period”), and (iv) The Executive terminates his employment within 45 days after the last day of the Cure Period on account of the act(s) or failure(s) identified in the Resignation for Good Reason Notice. (b) If the Company remedies the act(s) or failure (s) identified Resignation for Good Reason Notice within 45 days after receiving the Resignation for Good Reason Notice, the Executive may not terminate his employment for Good Reason on account of the act(s) or failure(s) identified in the Resignation for Good Reason Notice. (c) The Executive shall have “Good Reason” shall mean the occurrence of any of the following, without Executive’s express written consent: to terminate his employment if: (i) a material reduction of the Company reduces the Executive’s duties or responsibilities; base salary (except a reduction consistent and proportional with an overall reduction, due to extraordinary business conditions, in the compensation of all other senior executives of the Company), (ii) a material reduction the Executive is not in the Executive’s Base Salary without the express written consent good faith considered for incentive awards in violation of the Executive, other than an across-the-board reduction in compensation levels that applies to all senior executives generally; Section 4(a)(ii), (iii) the relocation of Company fails to provide the benefits contemplated by Section 4(b), (iv) the Company relocates the Executive’s principal work location primary place of employment to a facility location, other than either the Washington, D.C. or a location that is Wilmington, Delaware metropolitan areas, further than 50 miles from the current geographic location at which Executive provides services; or (iv) a material breach by Executive’s primary place of employment on the Company first day of Sections 3 , 4 , 5 , 6 or 7 the Term of this Agreement; provided, that no resignation for Good Reason shall be effective unless and until or (Av) the Board of Directors removes the Executive has first provided from the Company with written notice specifically identifying the acts or omissions constituting the grounds for “Good Reason” within thirty position of Chief Executive Officer (30) days after Executive has or should reasonably be expected to have had knowledge other than on account of the occurrence thereof, Disability (Bas defined in Section 9) the Company has not cured such acts or omissions within thirty (30) days of its actual receipt of such notice, and (C) the effective date of Executive’s termination for Good Reason occurs no later than ninety (90) days after the initial existence of the facts or circumstances constituting Good Reason. Failure to timely provide such written notice or to timely resign employment means that Executive will be deemed to have consented to and irrevocably waived the potential Good Reason event. If the Company does timely cure or remedy the Good Reason event, then Executive may either resign his or her employment without Good Reason or Executive may continue to remain employed subject to the terms of this Agreement. If Executive’s termination of employment is for “Good Reason” and is also a Separation from Service, then Company shall, subject to Section 8(f) and Section 8(i) below and Executive’s execution and non-revocation of a binding release in accordance with Section 8(h) below, have the same obligations as are set forth in Section 8(a) above under the circumstance when a termination without Cause is also a Separation from Service.

Resignation for Good Reason. As used hereinExecutive may terminate his employment for Good Reason upon providing Employer with advanced written notice no later than 90 days after a Good Reason condition has occurred and failure of Employer to cure the Good Reason condition within 30 days after receipt of such notice. In the event of a resignation for good reason as defined in this subparagraph (h), and provided that Executive first signs and does not later revoke a binding release of all potential claims Executive may have at that time against Employer or any of its affiliated companies, officers, managers or employees based on his employment or the separation of his employment, Employer shall be obligated to pay to Executive amounts equivalent to the greater of (i) the unpaid compensation (including any accrued bonus) and benefits that would have been paid to or earned by Executive pursuant to this Agreement if Executive had remained employed under the terms of this Agreement until the expiration of the then current term of this Agreement, or (ii) the unpaid compensation (including any accrued bonus) and benefits that Executive would have been paid or earned by Executive if Executive remained employed pursuant to this Agreement for a period of one (1) year following the termination date. For purposes of this subparagraph 4(h), “Good Reason” shall be interpreted in a manner consistent with Section 409A to mean the occurrence of any of the following, without Executive’s express written consent: (i) a material reduction significant adverse change in the nature or scope of the Executive’s duties or responsibilities; authority or the Executive’s having to report directly to anyone other than the Board of Directors of Employer, (ii) a material reduction in the Executive’s Base Salary without total compensation (including accrued bonus or benefits) that is not consistent with the express written consent provisions of the Executivesubparagraph 3(b) hereof, other than an across-the-board reduction in compensation levels that applies to all senior executives generally; (iii) the relocation a material breach of Executive’s principal work location to a facility or a location that is 50 miles from the current geographic location at which Executive provides services; this Agreement by Employer, or (iv) a material breach by change in the Company general location where the Executive is required to perform services which shall include requiring Executive to relocate more than fifty (50) miles from Delaware, Ohio. The amount of Sections 3 , 4 , 5 , 6 or 7 any cash payments hereunder shall be paid in a lump sum payment within forty-five (45) business days after the termination date. This subparagraph (h) shall not require duplication of payments to be made pursuant to other parts of this Agreement; provided, that no resignation for Good Reason shall be effective unless and until (A) Executive has first provided the Company with written notice specifically identifying the acts or omissions constituting the grounds for “Good Reason” within thirty (30) days after Executive has or should reasonably be expected to have had knowledge of the occurrence thereof, (B) the Company has not cured such acts or omissions within thirty (30) days of its actual receipt of such notice, and (C) the effective date of Executive’s termination for Good Reason occurs no later than ninety (90) days after the initial existence of the facts or circumstances constituting Good Reason. Failure to timely provide such written notice or to timely resign employment means that Executive will be deemed to have consented to and irrevocably waived the potential Good Reason event. If the Company does timely cure or remedy the Good Reason event, then Executive may either resign his or her employment without Good Reason or Executive may continue to remain employed subject to the terms of this Agreement. If following Executive’s termination of employment is for “Good Reason” and is also a Separation from Service, then Company shall, subject to Section 8(f) and Section 8(i) below and Executive’s execution and non-revocation of a binding release in accordance with Section 8(h) below, have the same obligations as are set forth in Section 8(a) above under the circumstance when a termination without Cause is also a Separation from Serviceemployment.

Resignation for Good Reason. As used herein, “Good Reason” shall mean (1) Executive may resign for good reason upon the occurrence of any of the following, without Executive’s express written consent: following conditions: (ia) a material A reduction by Bankshares of Executive’s duties or responsibilitiesBase Salary; or (iib) a Any material reduction in the breach of this Agreement by Bankshares; Executive’s Base Salary without continued employment shall not constitute consent to, or a waiver of rights, with respect to, any act or failure to act constituting good reason. (2) Resignation for good reason shall be effected by delivering to Bankshares, within twelve (12) months after the express written consent occurrence of one of the Executiveconditions described above, other than an across-the-board reduction in compensation levels that applies to all senior executives generally; (iii) the relocation of Executive’s principal work location to a facility or a location that is 50 miles from the current geographic location at which Executive provides services; or (iv) a material breach by the Company of Sections 3 , 4 , 5 , 6 or 7 of this Agreement; provided, that no resignation for Good Reason shall be effective unless and until (A) Executive has first provided the Company with written notice specifically identifying the acts or omissions constituting the grounds specifying a date for “Good Reason” within termination of employment (a) which is not less than thirty (30) days after Executive has or should reasonably be expected to have had knowledge the date of the occurrence thereof, (B) the Company has not cured such acts or omissions within thirty (30) days of its actual receipt of such notice, and (Cb) the effective date of Executive’s termination for Good Reason occurs no later which is not more than ninety (90) days after the initial existence date of the facts or circumstances constituting Good Reasonnotice. Failure to timely provide such written The notice or to timely resign employment means shall also state that Executive will be deemed is resigning for good reason as contemplated by this Section 7(f) and shall set forth in reasonable detail the facts and circumstances claimed to have consented to and irrevocably waived the potential Good Reason eventprovide a basis for resignation for good reason hereunder. If within the Company does timely cure notice period, Bankshares cures or remedy corrects any circumstances providing a basis for resignation for good reason, Executive shall not be entitled to resign for good reason. (3) If Executive resigns for good reason at any time after the Good Reason eventdate of this Agreement (other than a resignation for good reason during the Term after a Change of Control, which shall be governed by Section 8 below), then Executive may either resign his or her employment without Good Reason or Executive may continue to remain employed subject to shall be paid any accrued and unused paid time off as of the terms date of this Agreement. If Executive’s termination of employment is for “Good Reason” employment, and is also a Separation from ServiceExecutive shall continue to be paid, then Company shall, subject to Section 8(fduring the twelve (12) and Section 8(i) below and months that follow the date of Executive’s execution termination of employment, the Base Salary that Executive is entitled to receive as of the date of the notice announcing Executive’s resignation; provided that nothing in this Section 7(f) shall affect Executive’s rights to receive any benefit which has been earned but not paid with respect to Executive’s performance prior to the date of termination. Bankshares’ payment of the twelve (12) months of Base Salary described in this Section 7(f) shall be contingent upon Executive’s executing the Release Agreement within thirty (30) days after the date of such termination, not revoking the Release Agreement, and non-revocation complying with the terms of a binding release the Release Agreement. The salary described in accordance with this Section 8(h7(f) below, have will be due Executive regardless of any subsequent employment attained by Executive which is not in violation of this Agreement or the same obligations as are set forth in Section 8(a) above under the circumstance when a termination without Cause is also a Separation from ServiceRelease Agreement.

Resignation for Good Reason. Executive may terminate this Agreement for Good Reason (as defined below) by giving written notice to the Company of such termination, subject to Executive complying with the notice, cure period and other requirements set forth within the definition of Good Reason below. As used hereinin this Agreement, “Good Reason” shall mean the occurrence of any one of the following, following without Executive’s express written consent: (i) a material reduction of in Executive’s duties or responsibilities; base compensation (which includes Base Salary, the Executive’s target annual bonus and any other base compensation), (ii) a material reduction in the Executive’s Base Salary without the express written consent of the Executive, other than an across-the-board reduction in compensation levels any action or inaction that applies to all senior executives generally; (iii) the relocation of Executive’s principal work location to a facility or a location that is 50 miles from the current geographic location at which Executive provides services; or (iv) constitutes a material breach by the Company of Sections 3 , 4 , 5 , 6 or 7 of this Agreement; provided(iii) a material diminution in Executive’s authority, duties or responsibilities such that they are materially inconsistent with his/her position as President and Chief Executive Officer of the Company; and (iv) a relocation of the Executive’s primary work location to a location that increases Executive’s commute by thirty (30) miles or more, provided that no resignation termination for Good Reason shall be effective unless and until (A) Executive has first provided given the Company with written notice specifically identifying the acts or omissions constituting the grounds for “Good Reason” (pursuant to Section 11 below) within thirty sixty (3060) days after Executive has or should reasonably be expected to have had knowledge becomes aware of the initial occurrence thereofof any of the foregoing specifying the event or condition constituting the Good Reason and the specific reasonable cure requested by Executive, (B) and the Company has not cured such acts or omissions failed to cure the occurrence within thirty (30) days of its actual receipt receiving written notice from Executive, and Executive resigns within six (6) months after Executive becomes aware of the initial occurrence. To the extent Executive’s principal work location is not the Company’s offices or facilities due to a shelter-in-place order, quarantine order, or similar work-from-home requirement that applies to Executive, Executive’s principal work location, from which a change in location under the foregoing clause (iv) will be measured, will be considered the Company’s office or facility location where Executive’s employment with the Company primarily was or would have been based immediately prior to the commencement of such noticeshelter-in-place order, and (C) quarantine order, or similar work-from-home requirement. In the effective date event of Executive’s a termination for Good Reason occurs no later than ninety (90) days after the initial existence of the facts or circumstances constituting Good Reason. Failure to timely provide such written notice or to timely resign employment means that , Executive will be deemed to have consented to and irrevocably waived the potential Good Reason event. If the Company does timely cure or remedy the Good Reason event, then Executive may either resign his or her employment without Good Reason or Executive may continue to remain employed subject entitled to the terms of this Agreement. If Executive’s termination of employment is for “Good Reason” Accrued Benefits and is also a Separation from Servicethe Severance Benefits, then Company shall, subject to Section 8(f) and Section 8(i) below and Executive’s execution and non-revocation of a binding release in accordance with Section 8(h) below, have on the same obligations conditions, form of payment and timing as are set forth in Section 8(a) above under the circumstance when a termination without Cause is also a Separation from Service5(a).

Resignation for Good Reason. As used herein, “Executive may terminate this Agreement and Executive's employment hereunder for Good Reason” . "Good Reason" shall mean be defined in the same manner as it is defined by Section 1.6 of the Form of Severance Agreement, except that the occurrence of any a Change of Control will not be necessary for Executive to exercise his right to resign for Good Reason. A termination of employment by the Executive for Good Reason shall be effectuated by giving the Company written notice ("Notice of Termination for Good Reason") of the followingtermination within six (6) months of the occurrence of the event constituting Good Reason or, without Executive’s express written consent: (i) a material reduction of Executive’s duties or responsibilities; (ii) a material reduction in the Executive’s Base Salary without the express written consent of if such event is not immediately recognizable by the Executive, other than an across-the-board reduction within six (6) months of the date the Executive became or reasonably should have become aware of such event (but in compensation levels that applies to all senior executives generally; (iii) no event beyond the relocation expiration of Executive’s principal work location to a facility or a location that is 50 miles from the current geographic location at which Executive provides services; or (iv) a material breach by the Company of Sections 3 , 4 , 5 , 6 or 7 Term of this Agreement; provided), setting forth in reasonable detail the specific conduct of the Company that no resignation constitutes Good Reason and the specific provision(s) of this Agreement on which the Executive relies. A termination of employment by the Executive for Good Reason shall be effective unless and until on the thirtieth (A30th) Executive has first provided day following the Company with written notice specifically identifying date when the acts or omissions constituting the grounds for “Good Reason” within thirty (30) days after Executive has or should reasonably be expected to have had knowledge Notice of the occurrence thereof, (B) the Company has not cured such acts or omissions within thirty (30) days of its actual receipt of such notice, and (C) the effective date of Executive’s termination Termination for Good Reason occurs is given, unless the notice sets forth a later date (which date shall in no event be later than ninety sixty (9060) days after the initial existence notice is given); provided, however, that no event described hereunder shall constitute Good Reason if such event is a result of an isolated, insubstantial and inadvertent action that is not taken in bad faith and that is remedied by the Company within five (5) days after receipt of the facts Notice of Termination for Good Reason by the Company from the Executive. The Executive's continued employment shall not constitute consent to, or circumstances a waiver of rights with respect to, any act or failure to act constituting Good ReasonReason hereunder. Failure to timely provide such written notice or to timely resign employment means In the event that Executive will be deemed to have consented to and irrevocably waived the potential terminates this Agreement for Good Reason event. If the Company does timely cure or remedy the Good Reason event, then Executive may either resign his or her employment without Good Reason or Executive may continue to remain employed subject to in accordance with the terms of this Agreement, Executive shall be entitled to: (i) Base Salary for the remainder of the Term of this Agreement; (ii) a performance bonus for each year remaining in the Term of this Agreement (prorated for partial years remaining) as if Executive and Company attained all performance goals at target; (iii) removal of the restriction for the twenty thousand (20,000) shares of Company stock with a one (1) year restriction period provided by Section 3(c) of this Agreement, without regard to whether the one (1) year period has elapsed; (iv) removal on a pro rated basis of the restriction for the thirty thousand (30,000) shares of Company stock with a five (5) year restriction period provided by Section 3(c) of the Agreement (e.g., if Executive is employed for two (2) full years, the restriction would be removed from 2/5 of the 5 year restricted stock); (v) immediate vesting of the Long-Term Incentive provided by Section 3(d) of this Agreement; and (vi) immediate vesting of all benefits under the Senior Executive Supplemental Plan provided by Section 3(e) of this Agreement (i.e., Executive will be eligible to retire at age 55 with a benefit of sixteen and one-half percent (16.5%) of pay (average annual base pay plus average annual incentive)). If Executive’s In return for the separation benefits provided herein, Executive will execute a waiver releasing the Company and its affiliates from all claims related his employment or the termination of employment is for “Good Reason” and is also a Separation from Service, then Company shall, subject to Section 8(f) and Section 8(i) below and Executive’s execution and non-revocation of a binding release in accordance with Section 8(h) below, have the same obligations as are set forth in Section 8(a) above under the circumstance when a termination without Cause is also a Separation from Servicehis employment.

Resignation for Good Reason. Executive shall have the right to resign from employment with the Company for Good Reason during the Employment Period upon notice to the Company. (i) As used hereinin this Agreement, the term “Good Reason” shall mean the occurrence of any of the following, without Executive’s express written consent: means (ia) a material reduction breach of Executive’s duties or responsibilities; (ii) a material reduction in the Executive’s Base Salary without the express written consent of the Executive, other than an across-the-board reduction in compensation levels that applies to all senior executives generally; (iii) the relocation of Executive’s principal work location to a facility or a location that is 50 miles from the current geographic location at which Executive provides services; or (iv) a material breach this Agreement by the Company of Sections 3 which breach, 4 where curable, 5 , 6 or 7 of this Agreement; provided, that no resignation for Good Reason shall be effective unless and until (A) Executive has first provided the Company with written notice specifically identifying the acts or omissions constituting the grounds for “Good Reason” not been cured within thirty (30) days after written notice to the Company setting forth the particulars of such alleged breach; (b) a reduction in Executive’s Base Salary; (c) assignment to Executive of duties inconsistent with the Executive’s position, or a diminution in Executive’s authority, responsibility, status, title, or offices; (d) a Change in Control; and (e) the failure of the Company to comply fully with its obligations under subparagraph 9(d) of this Agreement; provided, however, that no act shall constitute Good Reason unless Executive has or should reasonably be expected provided notice of such Good Reason to have had knowledge the Company pursuant to Section 3(d)(ii) below within sixty (60) days following the initial existence of the occurrence thereof, condition that constitutes Good Reason. The Executive shall not be able to resign for Good Reason for a period of four (B4) months once the Executive has been provided a Performance Notice under Section 3(c)(i)(C) until such time the Company has not agreed in writing that such performance has been cured (a “Remedied Notice”). (ii) In order to resign for Good Reason, Executive shall give the Company a written notice providing reasonable notice and detail of the alleged Good Reason and, if such acts or omissions within Good Reason is curable, the Company shall have thirty (30) days following such notice to cure such Good Reason. (iii) In the event of its actual receipt of such notice, and (C) the effective date of Executive’s termination a resignation for Good Reason occurs no later than ninety (90) days after the initial existence of the facts or circumstances constituting Good Reason. Failure , Executive shall be entitled to timely provide such written notice or to timely resign employment means that Executive will be deemed to have consented to all payments and irrevocably waived the potential Good Reason event. If the Company does timely cure or remedy the Good Reason event, then Executive may either resign his or her employment without Good Reason or Executive may continue to remain employed subject to the terms of this Agreement. If Executive’s termination of employment is for “Good Reason” and is also a Separation from Service, then Company shall, subject to Section 8(fother benefits provided under subparagraphs 3(a) and Section 8(i3(b) below and Executive’s execution and non-revocation of a binding release in accordance with Section 8(h) below, have the same obligations as are set forth in Section 8(a) above under the circumstance when a termination without Cause is also a Separation from Serviceabove.

Resignation for Good Reason. (i) Executive may resign from his employment for Good Reason by providing notice to the Corporation in accordance with the definition of Good Reason. As used hereinin this Agreement, “Good Reason” shall mean means the occurrence of any of the following, in each case, without Executive’s express written prior consent: (iA) a material reduction of Executive’s duties or responsibilities; (ii) a material reduction diminution in the Executive’s Base Salary without the express written consent of the Executive, other than an across-the-board reduction in compensation levels that applies to all senior executives generallySalary; (iiiB) a relocation by the relocation Corporation of Executive’s principal work location place of business for the performance of his duties under this Agreement to a facility or a location that is 50 either (x) more than 25 miles from Executive’s current principal office location, or (y) outside of Suffolk or Nassau counties; (C) Executive is removed by the current geographic location at which Corporation from the position of Chief Financial Officer (other than temporarily while physically or mentally incapacitated or as required by applicable law); (D) a material diminution in Executive’s authority, duties or responsibilities (other than temporarily while physically or mentally incapacitated or as required by applicable law); (E) requiring Executive provides servicesto report directly to an individual other than the CEO; provided, that, requiring Executive to report to the Board (or a member of the Board) shall not constitute “Good Reason”; or (ivF) a the Corporation’s material breach by the Company of Sections 3 , 4 , 5 , 6 or 7 of its obligations under this Agreement; provided. “Good Reason” shall not be deemed to exist, that no resignation for Good Reason shall be effective however, unless and until (Ax) Executive has first provided the Company with shall have given written notice specifically identifying to the Corporation specifying in reasonable detail the Corporation’s acts or omissions constituting the grounds for that Executive alleges constitute “Good Reason” within thirty ninety (3090) days after the first occurrence of such circumstance (or, if later, the date on which Executive has knows or reasonably should reasonably be expected to have had knowledge known of the occurrence thereof, (Bof such circumstance) and the Company has not cured Corporation shall have failed to cure any such acts act or omissions omission within thirty (30) days of its actual receipt of such written notice, and (Cy) the effective date of Executive’s termination for Good Reason occurs no later than ninety Executive actually terminates employment within thirty (9030) days after following the initial existence expiration of the facts or circumstances constituting Good ReasonCorporation’s cure period as set forth above. Failure to timely provide Otherwise, any claim of such written notice or to timely resign employment means that Executive will be deemed to have consented to and irrevocably waived the potential Good Reason event. If the Company does timely cure or remedy the Good Reason event, then Executive may either resign his or her employment without Good Reason or Executive may continue to remain employed subject to the terms of this Agreement. If Executive’s termination of employment is for circumstance as “Good Reason” and is also a Separation from Service, then Company shall, subject to Section 8(f) and Section 8(i) below and Executive’s execution and non-revocation of a binding release in accordance with Section 8(h) below, have the same obligations as are set forth in Section 8(a) above under the shall be deemed irrevocably waived by Executive for that specific circumstance when a termination without Cause is also a Separation from Serviceonly.

Resignation for Good Reason. As used herein, “Good Reason” shall mean the The occurrence of any of the following, --------------------------- following events during the Term without Executive’s his express written consentconsent shall entitle Executive to resign for Good Reason ("Good Reason Event") during the Term: (i) a any material reduction diminution in the nature or scope of Executive’s duties 's authority, powers, functions, duties, positions or responsibilitiesresponsibilities from those provided under this Agreement, or the assignment of duties, responsibilities or reporting relationships that are inconsistent with his then positions or responsibilities under this Agreement (other than with respect to AX on or after a Transition Termination); (ii) a material reduction in without Executive's consent, relocation by more than 50 miles of Executive's office, or of GX's principal executive offices, from the Executive’s Base Salary without the express written consent of the Executive, other than an across-the-board reduction in compensation levels that applies principal executive office location established pursuant to all senior executives generallySection Error! Reference source not found.(a) hereof; (iii) any material uncured breach by GX of this Agreement (including any failure to provide compensation when and as required hereunder, unless cured within 10 business days of such failure); (iv) failure of any successor of AX or GX to assume in writing all obligations imposed on the relocation applicable assignor hereunder on or prior to the date of Executive’s principal work location such succession, unless such assumption occurs by operation of law; (v) failure to a facility appoint or a location that is 50 miles from the current geographic location at which elect or reelect Executive provides servicesas GX CEO and Director; or (ivvi) a material breach by the Company GX notice of Sections 3 , 4 , 5 , 6 or 7 nonrenewal of this Agreement; provided, that no resignation for . For 60 days following the occurrence of a Good Reason Event, Executive shall be effective unless have the right to deliver a notice of breach to GX detailing the specific Good Reason Event that has occurred. In the event that GX does not cure the breach, if susceptible of cure, within 60 days after receipt of notice, then Executive shall have 30 days to deliver notice of resignation. Upon such resignation, Executive shall receive the same payments and until (Abenefits as provided in Section Error! Reference source not found. hereof. If Executive resigns under this Section 7(d) Executive has first provided the Company with written notice specifically identifying as a result of the acts or omissions constituting the grounds for “Good Reason” within thirty (30) days after Executive has or should reasonably be expected to have had knowledge of GX and not as a result of the occurrence thereof, (B) the Company has not cured such acts or omissions within thirty of AX, then (301) days AX shall have no obligation in respect of its actual receipt of such notice, the payments required to be made to Executive under this Section 7(d) and (C2) the effective date of Executive’s termination for Good Reason occurs no later than ninety (90) days after the initial existence of the facts or circumstances constituting Good Reason. Failure to timely provide such written notice or to timely resign employment means that Executive will be deemed to have consented to and irrevocably waived the potential Good Reason event. If the Company does timely cure or remedy the Good Reason event, then Executive may either resign his or her employment without Good Reason or Executive may AX Employment Agreement shall thereafter continue to remain employed subject to the terms of this Agreement. If Executive’s termination of employment is for “Good Reason” and is also a Separation from Service, then Company shall, subject to Section 8(f) and Section 8(i) below and Executive’s execution and non-revocation of a binding release in effect in accordance with Section 8(h) belowits terms without giving further effect to any amendments to such agreement contained herein. Notwithstanding the foregoing, have the same obligations as are set forth in Section 8(a) above under the circumstance when a termination without Cause if Executive's employment with AX is also a Separation terminated within thirty days of Executive's resignation from Service.GX, Executive shall retain all claims against AX under

Resignation for Good Reason. As used herein, Employee may terminate employment for “Good Reason” shall mean the occurrence of any of the followingif, without ExecutiveEmployee’s express written prior consent, the Company: (i) a material reduction reduces Employee’s Base Salary (other than reductions permitted by Section 4(a) of Executive’s duties this Agreement), Target Bonus, or responsibilitiesTarget Stock Award; (ii) a material reduction in materially changes the ExecutiveEmployee’s Base Salary without the express written consent principal location of employment as of the Executive, other than an across-the-board reduction in compensation levels that applies to all senior executives generallyEffective Date of this Agreement; (iii) materially reduces Employee’s responsibilities as in effect on the relocation of Executive’s principal work location to a facility Effective Date or a location that is 50 miles from materially changes the current geographic location at which Executive provides servicesreporting relationship as in effect on the Effective Date; or (iv) commits a material breach by of the Company’s material obligations under this Agreement, including without limitation the compensation provisions thereof. Before terminating employment for Good Reason, Employee must within forty-five (45) days of the initial existence of the putative Good Reason condition specify in writing to the Company the nature of Sections 3 , 4 , 5 , 6 the act or 7 of this Agreement; provided, omission that no resignation for Employee deems to constitute Good Reason shall be effective unless and until (A) Executive has first provided the provide Company with written notice specifically identifying the acts or omissions constituting the grounds for “Good Reason” within thirty (30) days after Executive has or should reasonably be expected to have had knowledge of the occurrence thereof, (B) the Company has not cured such acts or omissions within thirty (30) days of its actual receipt of such notice, notice to correct the situation (and (C) thus provide the effective date of ExecutiveCompany with opportunity to prevent Employee’s termination for Good Reason). Employee’s termination for Good Reason occurs must occur no later than ninety six (906) days months following the date on which such Good Reason condition initially arose. The parties specifically agree that the occurrence of a Change in Control shall not, by itself, constitute Good Reason, and that Good Reason shall exist after a Change in Control only upon the initial existence occurrence of one or more of the facts events described above. Furthermore, for the avoidance of doubt, in the event that a Change of Control occurs, neither (i) a change in RCN’s status as a publicly traded company, (ii) the Company’s operation as a subsidiary, (iii) a change in title or circumstances constituting position (so long as such change is not a reduced title or position) of the person or entity to whom Employee directly reports (Employee’s “Supervisor”), nor (iv) a change in the title or position (so long as such change is not a reduced title or position) of the person or entity to whom Employee’s Supervisor directly reports shall, in and of itself, constitute Good Reason. Failure to timely provide such written notice or to timely resign employment means that Executive will be deemed to have consented to and irrevocably waived the potential Good Reason event. If the Company does timely cure or remedy the Good Reason event, then Executive may either resign his or her employment without Good Reason or Executive may continue to remain employed subject to the terms of this Agreement. If Executive’s termination of employment is for “Good Reason” and is also a Separation from Service, then Company shall, subject to Section 8(f) and Section 8(i) below and Executive’s execution and non-revocation of a binding release in accordance with Section 8(h) below, have the same obligations as are set forth in Section 8(a) above under the circumstance when a termination without Cause is also a Separation from Service.

Resignation for Good Reason. Executive may terminate this Agreement for Good Reason (as defined below) by giving written notice to the Company of such termination, subject to Executive complying with the notice, cure period and other requirements set forth within the definition of Good Reason below. As used hereinin this Agreement, “Good Reason” shall mean the occurrence of any one of the following, following without Executive’s express written consent: (i) a material reduction of Executive’s duties or responsibilities; (ii) a material reduction in the Executive’s Base Salary without and/or a material breach of this Agreement by the express written consent of the Executive, other than an across-the-board reduction in compensation levels that applies to all senior executives generally; (iii) the relocation of Executive’s principal work location to a facility or a location that is 50 miles Company resulting from the current geographic location at which Executive provides services; failure to provide the benefits required in Section 4, (ii) any action or (iv) inaction that constitutes a material breach by the Company of Sections 3 , 4 , 5 , 6 or 7 of this Agreement; provided(iii) a material diminution in Executive’s authority, duties or responsibilities such that they are materially inconsistent with his/her position as President and Chief Executive Officer of the Company; and (iv) relocation of the Company’s headquarters to a location that materially increases Executive’s commute, provided that no resignation termination for Good Reason shall be effective unless and until (A) Executive has first provided given the Company with written notice specifically identifying the acts or omissions constituting the grounds for “Good Reason” (pursuant to Section 11 below) within thirty sixty (3060) days after Executive has or should reasonably be expected to have had knowledge becomes aware of the initial occurrence thereofof any of the foregoing specifying the event or condition constituting the Good Reason and the specific reasonable cure requested by Executive, (B) and the Company has not cured such acts or omissions failed to cure the occurrence within thirty (30) days of its actual receipt of such noticereceiving written notice from Executive, and Executive resigns within six (C6) months after Executive becomes aware of the effective date initial occurrence. In the event of Executive’s a termination for Good Reason occurs no later than ninety (90) days after the initial existence of the facts or circumstances constituting Good Reason. Failure to timely provide such written notice or to timely resign employment means that , Executive will be deemed to have consented to and irrevocably waived the potential Good Reason event. If the Company does timely cure or remedy the Good Reason event, then Executive may either resign his or her employment without Good Reason or Executive may continue to remain employed subject entitled to the terms of this Agreement. If Executive’s termination of employment is for “Good Reason” Accrued Benefits and is also a Separation from Servicethe Severance Benefits, then Company shall, subject to Section 8(f) and Section 8(i) below and Executive’s execution and non-revocation of a binding release in accordance with Section 8(h) below, have on the same obligations conditions, form of payment and timing as are set forth in Section 8(a) above under the circumstance when a termination without Cause is also a Separation from Service5(a).

Resignation for Good Reason. As used hereinDuring the twelve (12) month period after the Effective Date, you may notify the Company in writing that you intend to terminate your employment with the Company for Good Reason by giving to the Company, within thirty (30) days of the event that you contend constitutes Good Reason, a written notice setting forth in reasonable detail the facts and circumstances you claim give you Good Reason to resign. If the Company fails to cure the circumstances you claim give you Good Reason to resign within thirty (30) days after the notice is given, and your employment ends by virtue of you having given such notice, and if it is determined that your resignation was for Good Reason, and you are not otherwise entitled to compensation and benefits under the Change of Control Agreement based on a resignation for Good Reason, then the Company shall pay you the same severance pay as defined in Paragraph 8(b) below (“Severance Pay”); provided however, that you must sign a separation or settlement agreement (“Settlement Agreement”) containing a general release of known and unknown claims in a form satisfactory to the Company in order to receive such Severance Pay. (a) For purposes of this Agreement, “Good Reason” shall mean the occurrence of any of the following, following events if effected by the Company or ZAGG without Executive’s express written consentyour consent within twelve (12) months after the Effective Date: (i) a material reduction of Executive’s duties change in your position with the Company or ZAGG which materially diminishes your duties, responsibilities, or authority; (ii) a material reduction in the Executive’s diminution of your Base Salary without the express written consent of the Executive, other than an across-the-board reduction in compensation levels that applies to all senior executives generallySalary; (iii) the following a relocation to Utah, a subsequent relocation of Executive’s your principal work location to a facility or a location that is 50 miles from the current geographic location at which Executive provides servicesplace of employment by more than forty (40) miles; or (iv) a material breach of this Agreement by the Company which remains uncured after reasonable notice and an opportunity to cure as provided in Paragraph 7 above; or (v) the Company’s failure to secure the written assumption of Sections 3 its material obligations under this Agreement from any successor to the Company. For the avoidance of doubt, 4 , 5 , 6 or 7 of this Agreement; provided, that no resignation for Good Reason shall be effective unless and until (A) Executive has first provided the Company does not include electing to relocate to Utah and/or enter into an executive officer employment agreement with written notice specifically identifying the acts ZAGG or omissions constituting the grounds for “Good Reason” within thirty (30) days after Executive has or should reasonably be expected electing not to have had knowledge of the occurrence thereof, (B) the Company has not cured such acts or omissions within thirty (30) days of its actual receipt of such notice, and (C) the effective date of Executive’s termination for Good Reason occurs no later than ninety (90) days after the initial existence of the facts or circumstances constituting Good Reason. Failure relocate to timely provide such written notice or to timely resign Utah and/or enter into an executive officer employment means that Executive will be deemed to have consented to and irrevocably waived the potential Good Reason event. If the Company does timely cure or remedy the Good Reason event, then Executive may either resign his or her employment without Good Reason or Executive may continue to remain employed subject to the terms of this Agreement. If Executive’s termination of employment is for “Good Reason” and is also a Separation from Service, then Company shall, subject to Section 8(f) and Section 8(i) below and Executive’s execution and non-revocation of a binding release in accordance agreement with Section 8(h) below, have the same obligations as are set forth in Section 8(a) above under the circumstance when a termination without Cause is also a Separation from ServiceZAGG.

Resignation for Good Reason. As used hereinIf, during the Term of this Agreement, Employee resigns from his employment with the Employer and its affiliates for Good Reason in accordance with the requirements of this Paragraph 10(A)(iii), then he shall become entitled to the Accrued Compensation. In addition, subject to Employee’s continuing compliance with the covenants contained in Paragraphs 7 and 8 of this Agreement and any other similar applicable restrictive covenants with Employer or an affiliate, and the execution by Employee of Release within the time period specified by Employer at the time of the Termination Date (which shall be no longer than 50 days after the Termination Date) and the expiration of any applicable revocation period with respect to the Release, then Employee shall become entitled to receive the same severance benefits set forth in Paragraph 10(A)(ii)(a)-(d) above, subject to the same terms and conditions set forth therein. Employee agrees that before Xxxxxxxx resigns for Good Reason, Employee must give Employer 30 days’ advance written notice of the reason(s) therefor. For purposes of this Agreement, “Good Reason” shall mean constitutes the occurrence happening of any of the following, without Executivethe consent of Employee: 1. Material breach of any provision of this Agreement by Employer; 2. The assignment to Employee of duties inconsistent with Employee’s express written consent: (i) position as President & Chief Executive Officer or any other action by Employer which results in a material diminution in such position, authority, duties, or responsibilities, excluding an isolated, insubstantial action not taken in bad faith; 3. The material reduction of Employee’s Annual Salary or Bonus or any other action by Employer which results in a material reduction of ExecutiveEmployee’s duties or responsibilitiesannual compensation; (ii) or 4. Employer requiring Employee to be based in a material reduction in the Executive’s Base Salary without the express written consent of the Executive, city other than an across-the-board reduction in compensation levels that applies where Employee resides. Notwithstanding the foregoing or any provision to all senior executives generally; (iii) the relocation of Executive’s principal work location to a facility or a location that is 50 miles from the current geographic location at which Executive provides services; or (iv) a material breach by the Company of Sections 3 contrary, 4 , 5 , 6 or 7 of this Agreement; provided, that no resignation for Good Reason shall not be effective deemed to exist unless and until (A) Executive has first provided the Company with written notice specifically identifying the acts or omissions constituting the grounds for “Good Reason” within of termination on account thereof is given to Employer no later than thirty (30) days after Executive has the time at which the event or should reasonably be expected condition purportedly giving rise to Good Reason first occurs or arises; and, provided, that if there exists an event or condition that constitutes Good Reason, Employer shall have had knowledge of the occurrence thereof, (B) the Company has not cured such acts or omissions within thirty (30) days of its actual receipt from the date notice of such noticea termination is given to cure such event or condition and, and (C) the effective date of Executive’s termination for if Employer does so, such event or condition shall not constitute Good Reason occurs no later than ninety (90) days after the initial existence of the facts or circumstances constituting Good Reason. Failure to timely provide such written notice or to timely resign employment means that Executive will be deemed to have consented to and irrevocably waived the potential Good Reason event. If the Company does timely cure or remedy the Good Reason event, then Executive may either resign his or her employment without Good Reason or Executive may continue to remain employed subject to the terms for purposes of this Agreement. If Executive’s termination of employment is for “Good Reason” and is also a Separation from Service, then Company shall, subject to Section 8(f) and Section 8(i) below and Executive’s execution and non-revocation of a binding release in accordance with Section 8(h) below, have the same obligations as are set forth in Section 8(a) above under the circumstance when a termination without Cause is also a Separation from Service.

Resignation for Good Reason. Employee may terminate this Agreement for Good Reason (as defined below) by giving written notice of such termination, which termination will become effective on the thirtieth (30th) day following receipt by the Company. As used hereinin this Agreement, “Good Reason” shall mean the occurrence of any one of the following, without Executive’s express written consent: (i) a material reduction of Executivein Employee’s duties or responsibilitiesBase Salary and/or a material failure to provide the benefits required in Section 4; (ii) a material reduction in the Executive’s Base Salary without the express written consent of the Executive, any other than an across-the-board reduction in compensation levels action or inaction that applies to all senior executives generally; (iii) the relocation of Executive’s principal work location to a facility or a location that is 50 miles from the current geographic location at which Executive provides services; or (iv) constitutes a material breach by the Company of Sections 3 , 4 , 5 , 6 or 7 of this Agreement; provided(iii) a material diminution in Employee’s authority, duties or responsibilities such that they are materially inconsistent with his position as Chief Financial Officer of the Company; (iv) relocation of the Company’s headquarters to a location more than thirty (30) miles from 0000 Xxxxxxx Xxxxxx in Anaheim, California; and (v) in the event of a Change in Control (as defined below), failure of the successor to the Company or to the Company’s business (A) to offer Employee the position of Chief Financial Officer of the successor company, reporting only to the board of directors and/or the chief executive officer of the successor to the Company, with duties, responsibilities, compensation and benefits materially similar to those enjoyed by Employee immediately preceding the Change in Control, or (B) to assume the obligations of the Company under and to become a party to this Agreement, provided that no resignation termination for Good Reason shall be effective unless and until (A) Executive Employee has first provided given the Company with written notice specifically identifying (pursuant to Section 8(g) below) within sixty (60) days of the acts initial occurrence of any of the foregoing specifying the event or omissions condition constituting the grounds for “Good Reason” within thirty (30) days after Executive has or should reasonably be expected to have had knowledge of Reason and the occurrence thereofspecific reasonable cure requested by Employee, (B) the Company has not cured such acts or omissions failed to cure the occurrence within thirty (30) days of its actual receipt of such noticereceiving written notice from Employee, and Employee resigns within six (C6) months following the effective date initial occurrence. In the event of Executive’s a termination for Good Reason occurs no later than ninety (90) days Reason, Employee will be entitled to the Accrued Benefits and the Severance Benefits, on the same conditions as would apply to Employee if he were terminated without cause on or after the initial existence 91st day of the facts or circumstances constituting Good Reason. Failure to timely provide such written notice or to timely resign employment means that Executive will be deemed to have consented to and irrevocably waived the potential Good Reason event. If the Company does timely cure or remedy the Good Reason event, then Executive may either resign his or her employment without Good Reason or Executive may continue to remain employed subject to the terms of this Agreement. If Executive’s termination of employment is for “Good Reason” and is also a Separation from Service, then Company shall, subject to Section 8(f) and Section 8(i) below and Executive’s execution and non-revocation of a binding release in accordance with Section 8(h) below, have the same obligations as are set forth in Section 8(a) above under the circumstance when a termination without Cause is also a Separation from ServiceInitial Term.

Resignation for Good Reason. As used herein, “Executive shall have the right to resign from employment with the Company for Good Reason” shall mean Reason during the occurrence of any of Employment Period upon notice to the following, without Executive’s express written consent: Company. (i) a material reduction of Executive’s duties or responsibilities; As used in this Agreement, the term "Good Reason" means (ii) a material reduction in the Executive’s Base Salary without the express written consent of the Executive, other than an across-the-board reduction in compensation levels that applies to all senior executives generally; (iii) the relocation of Executive’s principal work location to a facility or a location that is 50 miles from the current geographic location at which Executive provides services; or (iva) a material breach of this Agreement by the Company of Sections 3 which breach, 4 where susceptible to cure, 5 , 6 or 7 of this Agreement; provided, that no resignation for Good Reason shall be effective unless and until (A) Executive has first provided the Company with written notice specifically identifying the acts or omissions constituting the grounds for “Good Reason” not been cured within thirty (30) days after Executive has or should reasonably be expected written notice to have had knowledge of the occurrence thereof, (B) the Company setting forth the particulars of such alleged breach; (b) a reduction in Executive's Base Salary absent written agreement by Executive; (c) assignment to Executive of duties inconsistent with the Executive's position, or a diminution in Executive's authority, responsibility, status, title, or offices which assignment or diminution has not been cured such acts or omissions within thirty (30) days after written notice to the Company setting forth the particulars of its actual the alleged assignment or diminution; (d) failure of the Board of Directors to consider the promotion of the Executive to a higher leadership position within the Company not more than six months from the Commencement Date (e) requiring Executive to relocate from the executive's current place of residence in Ambler, Pennsylvania in contravention of paragraph 2(h) of the Agreement; (f) receipt by the Company of a "Xxxxx Notice" from the United States Securities and Exchange Commission or the Financial Industry Regulatory Authority or such noticesimilar notice from any state or federal government agency, or the filing of a lawsuit or any administrative enforcement action against the Company by a federal or state agency, related to any act, omission or other conduct by the Company, or the Company's employees, affiliates or assigns that occurred or began prior to the Commencement Date; (g) a mutual agreement between Executive and the Company that Executive may resign for Good Reason, which agreement is approved by the Board; or (Ci) a Change in Control. (ii) One Year or Less From the effective date Commencement Date: In the event of Executive’s termination a Resignation for Good Reason occurs no later one year or less from the Commencement Date, Executive shall be entitled to all payments and other benefits provided under subparagraphs 3(a) and 3(b)(i) above. (iii) More than ninety (90) days after One Year After the initial existence Commencement Date: In the event of the facts or circumstances constituting Good Reason. Failure to timely provide such written notice or to timely resign employment means that Executive will be deemed to have consented to and irrevocably waived the potential a Resignation for Good Reason event. If more than one year from the Company does timely cure or remedy the Good Reason eventCommencement Date, then Executive may either resign his or her employment without Good Reason or Executive may continue shall be entitled to remain employed subject to the terms of this Agreement. If Executive’s termination of employment is for “Good Reason” all payments and is also a Separation from Service, then Company shall, subject to Section 8(fother benefits provided under subparagraphs 3(a) and Section 8(i3(b)(ii) below and Executive’s execution and non-revocation of a binding release in accordance with Section 8(h) below, have the same obligations as are set forth in Section 8(a) above under the circumstance when a termination without Cause is also a Separation from Serviceabove.

Resignation for Good Reason. Executive may resign and terminate this Agreement for Good Reason (as defined below) by giving written notice of resignation to the Company. As used hereinin this Agreement, “Good Reason” shall mean the occurrence of any one of the following, without Executive’s express written consent: (i) a material reduction of Executive’s duties or responsibilities; (ii) a material reduction in the Executive’s Base Salary without and/or a material failure to provide the express written consent of the Executivebenefits required in Section 4, other than an across-the-board reduction in compensation levels (ii) any action or inaction that applies to all senior executives generally; (iii) the relocation of Executive’s principal work location to a facility or a location that is 50 miles from the current geographic location at which Executive provides services; or (iv) constitutes a material breach by the Company of Sections 3 , 4 , 5 , 6 or 7 of this Agreement; provided(iii) a material diminution in Executive’s authority, duties or responsibilities such that no resignation they are materially inconsistent with his position as Chief Executive Officer of the Company; and (iv) relocation of the Company’s headquarters to a location that materially increases Executive’s commute. Resignation for Good Reason shall not be effective unless and until all of the following conditions are satisfied: (A) Executive has first provided given the Company with written notice specifically identifying the acts or omissions constituting the grounds for “Good Reason” (pursuant to Section 11 below) within thirty (30) days after Executive has or should reasonably be expected to have had knowledge of the initial occurrence thereofof any of the above-specified events or conditions constituting the Good Reason and has requested a specific reasonable cure, (B) the Company has not cured such acts or omissions failed to cure the occurrence within thirty (30) days of its actual receipt of such noticereceiving written notice from Executive (the “Cure Period”), and (C) Executive provides written notice of a resignation date that is after the effective date expiration of Executive’s termination for Good Reason occurs the Cure Period but no later more than ninety (90) days after the initial existence occurrence of the facts or circumstances constituting event giving rise to the resignation for Good Reason. Failure to timely provide such written notice or to timely resign employment means that In the event of a resignation for Good Reason, Executive will be deemed to have consented to and irrevocably waived the potential Good Reason event. If the Company does timely cure or remedy the Good Reason event, then Executive may either resign his or her employment without Good Reason or Executive may continue to remain employed subject entitled to the terms of this Agreement. If Executive’s termination of employment is for “Good Reason” Accrued Benefits and is also a Separation from Servicethe Severance Benefits, then Company shall, subject to Section 8(f) and Section 8(i) below and Executive’s execution and non-revocation of a binding release in accordance with Section 8(h) below, have on the same obligations as are conditions set forth in the final paragraph of Section 8(a5(a), specifically including, but not limited to, the signing of the severance agreement and general release document, attached hereto as Exhibit A except that any Severance Payment shall in no event be less than the Executive Base Salary set forth in paragraph 4 (a) above under the circumstance when a termination without Cause is also a Separation from Serviceabove.

Resignation for Good Reason. As used hereinIf, during the Term of this Agreement, Employee resigns from his employment with the Employer and its affiliates for Good Reason in accordance with the requirements of this Paragraph 10(A)(iii), then he shall become entitled to the Accrued Compensation. In addition, subject to Employee’s continuing compliance with the covenants contained in Paragraphs 7 and 8 of this Agreement and any other similar applicable restrictive covenants with Employer or an affiliate, and the execution by Employee of Release within the time period specified by Employer at the time of the Termination Date (which shall be no longer than 50 days after the Termination Date) and the expiration of any applicable revocation period with respect to the Release, then Employee shall become entitled to receive the same severance benefits set forth in Paragraph 10(A)(ii)(a)-(d) above, subject to the same terms and conditions set forth therein. Employee agrees that before Xxxxxxxx resigns for Good Reason, Employee must give Employer 30 days’ advance written notice of the reason(s) therefor. For purposes of this Agreement, “Good Reason” shall mean constitutes the occurrence happening of any of the following, without Executivethe consent of Employee: 1. Material breach of any provision of this Agreement by Employer; 2. The assignment to Employee of duties inconsistent with Employee’s express written consent: (i) position as Executive Vice President & General Counsel or any other action by Employer which results in a material diminution in such position, authority, duties, or responsibilities, excluding an isolated, insubstantial action not taken in bad faith; 3. The material reduction of Employee’s Annual Salary or Bonus or any other action by Employer which results in a material reduction of ExecutiveEmployee’s duties or responsibilitiesannual compensation; (ii) or 4. Employer requiring Employee to be based in a material reduction in the Executive’s Base Salary without the express written consent of the Executive, city other than an across-the-board reduction in compensation levels that applies where Employee resides. Notwithstanding the foregoing or any provision to all senior executives generally; (iii) the relocation of Executive’s principal work location to a facility or a location that is 50 miles from the current geographic location at which Executive provides services; or (iv) a material breach by the Company of Sections 3 contrary, 4 , 5 , 6 or 7 of this Agreement; provided, that no resignation for Good Reason shall not be effective deemed to exist unless and until (A) Executive has first provided the Company with written notice specifically identifying the acts or omissions constituting the grounds for “Good Reason” within of termination on account thereof is given to Employer no later than thirty (30) days after Executive has the time at which the event or should reasonably be expected condition purportedly giving rise to Good Reason first occurs or arises; and, provided, that if there exists an event or condition that constitutes Good Reason, Employer shall have had knowledge of the occurrence thereof, (B) the Company has not cured such acts or omissions within thirty (30) days of its actual receipt from the date notice of such noticea termination is given to cure such event or condition and, and (C) the effective date of Executive’s termination for if Employer does so, such event or condition shall not constitute Good Reason occurs no later than ninety (90) days after the initial existence of the facts or circumstances constituting Good Reason. Failure to timely provide such written notice or to timely resign employment means that Executive will be deemed to have consented to and irrevocably waived the potential Good Reason event. If the Company does timely cure or remedy the Good Reason event, then Executive may either resign his or her employment without Good Reason or Executive may continue to remain employed subject to the terms for purposes of this Agreement. If Executive’s termination of employment is for “Good Reason” and is also a Separation from Service, then Company shall, subject to Section 8(f) and Section 8(i) below and Executive’s execution and non-revocation of a binding release in accordance with Section 8(h) below, have the same obligations as are set forth in Section 8(a) above under the circumstance when a termination without Cause is also a Separation from Service.

Resignation for Good Reason. Executive may terminate this Agreement for Good Reason (as defined below) by giving written notice of such termination, which termination will become effective on the thirtieth (30th) day following receipt by the Company. As used hereinin this Agreement, “Good Reason” shall mean the occurrence of any one of the following, without Executive’s express written consent: (i) a material reduction of Executive’s duties or responsibilities; (ii) a material reduction in the Executive’s Base Salary without the express written consent and/or a material breach of the Executive, other than an across-the-board reduction in compensation levels that applies to all senior executives generally; (iii) the relocation of Executive’s principal work location to a facility or a location that is 50 miles this Agreement resulting from the current geographic location at which Executive provides services; failure to provide the benefits required in Section 4, (ii) any action or (iv) inaction that constitutes a material breach by the Company of Sections 3 , 4 , 5 , 6 or 7 of this Agreement; provided(iii) a material diminution in Executive’s authority, duties or responsibilities such that they are materially inconsistent with his/her position as Executive Vice President, Chief Financial Officer of the Company; and (iv) relocation of the Company’s headquarters to a location that materially increases Executive’s commute, provided that no resignation termination for Good Reason shall be effective unless and until (A) Executive has first provided given the Company with written notice specifically identifying the acts or omissions constituting the grounds for “Good Reason” (pursuant to Section 11 below) within thirty sixty (3060) days after Executive has or should reasonably be expected to have had knowledge becomes aware of the initial occurrence thereofof any of the foregoing specifying the event or condition constituting the Good Reason and the specific reasonable cure requested by Executive, (B) and the Company has not cured such acts or omissions failed to cure the occurrence within thirty (30) days of its actual receipt of such noticereceiving written notice from Executive, and Executive resigns within six (C6) months after Executive becomes aware of the effective date initial occurrence. In the event of Executive’s a termination for Good Reason occurs no later than ninety (90) days after the initial existence of the facts or circumstances constituting Good Reason. Failure to timely provide such written notice or to timely resign employment means that , Executive will be deemed to have consented to and irrevocably waived the potential Good Reason event. If the Company does timely cure or remedy the Good Reason event, then Executive may either resign his or her employment without Good Reason or Executive may continue to remain employed subject entitled to the terms of this Agreement. If Executive’s termination of employment is for “Good Reason” Accrued Benefits and is also a Separation from Servicethe Severance Benefits, then Company shall, subject to Section 8(f) and Section 8(i) below and Executive’s execution and non-revocation of a binding release in accordance with Section 8(h) below, have on the same obligations conditions, form of payment and timing as are set forth in Section 8(a) above under the circumstance when a termination without Cause is also a Separation from Service5(a).

Resignation for Good Reason. As used herein(1) Executive shall be entitled to terminate Executive's employment hereunder at any time for Good Reason (as defined below) pursuant to the provisions of this Section 6(e). For purposes of this Agreement, “Executive shall have "Good Reason” shall mean the occurrence of any of the following, without " to terminate Executive’s express written consent: 's employment hereunder if (i) without Executive's consent, the Company or UTi Worldwide substantially reduces Executive's duties and responsibilities such that it results in a material adverse reduction of in Executive’s duties 's position, authority or responsibilities; (ii) a material , and the Company and UTi Worldwide fail to cure such reduction in the Executive’s Base Salary without the express written consent of the Executive, other than an across-the-board reduction in compensation levels that applies to all senior executives generally; (iii) the relocation of Executive’s principal work location to a facility or a location that is 50 miles from the current geographic location at which Executive provides services; or (iv) a material breach by the Company of Sections 3 , 4 , 5 , 6 or 7 of this Agreement; provided, that no resignation for Good Reason shall be effective unless duties and until (A) Executive has first provided the Company with written notice specifically identifying the acts or omissions constituting the grounds for “Good Reason” responsibilities within thirty (30) days after Executive has written notice specifying the particular acts objected to by Executive, or should reasonably be expected to have had knowledge of the occurrence thereof, (Bii) the Company has not cured breaches any of the material terms of this Agreement, and the Company fails to cure such acts or omissions breach within thirty (30) days after written notice of its actual receipt of such noticethe breach is given to the Company by Executive. (2) If this Agreement is terminated by Executive for Good Reason pursuant to this Section 6(e), Executive shall be entitled to receive (i) the Minimum Payments, and (Cii) the effective date a severance equal to twelve (12) months of Executive’s termination for Good Reason occurs no later than ninety 's then current salary as set forth in Section 5(a). Such severance shall be payable in a lump sum within thirty (9030) days after the initial existence Date of Termination. Executive shall not be entitled to a bonus for the year during which such termination occurs. Executive shall be entitled to receive any bonus earned for the previous year, but which is unpaid as of the facts or circumstances constituting Good ReasonDate of Termination. Failure Executive agrees that it is a condition precedent to timely provide such written notice or the Company's obligations to timely resign employment means pay the severance payments provided for in subclause (ii) of the first sentence of this Section 6(e)(2) that Executive execute a general release and waiver prepared by the Company releasing and forever discharging the Company and the UTi Group and each and all of their respective owners, stockholders, predecessors, successors, assigns, agents, directors, officers and other representatives from any and all claims, charges, complaints, liabilities, controversies, rights, demands, costs and expenses. Executive agrees that Executive will be deemed not assign or transfer, or purport to assign or transfer, to any person any claim or a portion thereof or any interest therein that Executive might have consented to and irrevocably waived against the potential Good Reason event. If the Company does timely cure or remedy the Good Reason event, then Executive may either resign his or her employment without Good Reason or Executive may continue to remain employed subject to the terms of this Agreement. If Executive’s termination of employment is for “Good Reason” and is also a Separation from Service, then Company shall, subject to Section 8(f) and Section 8(i) below and Executive’s execution and non-revocation of a binding release in accordance with Section 8(h) below, have the same obligations as are set forth in Section 8(a) above under the circumstance when a termination without Cause is also a Separation from ServiceUTi Group.

Resignation for Good Reason. As used hereinNotwithstanding Section 4(c), the Executive may terminate his employment by the Company for Good Reason (as defined below) by providing written notice thereof to the Company (the “Resignation Notice”) at least thirty (30) days prior to the Resignation Date, which notice shall set forth in reasonable detail the nature of the facts and circumstances which constitute Good Reason and the Company shall have sixty (60) days after receipt of the Resignation Notice to cure in all material respects the facts and circumstances which constitute Good Reason. In the event of a termination for Good Reason, the Executive shall be entitled to the Severance Payment, which shall be payable by the Company to the Executive in two (2) installments: (A) the first installment shall be due and payable on the Resignation Date and (b) the second installment shall be due and payable on the six (6) month anniversary of the Resignation Date: and (iv) accelerated vesting of the Option pursuant to Section 3(e); provided, however, that the Executive executes and delivers to the Company a complete release of all claims that the Executive may have against the Company in form and substance reasonably acceptable to the Company. In addition, the Company shall be obligated to continue any health and welfare benefits provided to the Executive under Section 3(e) throughout the period commencing on the Resignation Date and continuing for the twelve (12)-month period thereafter. Except as provided herein or required by applicable law, the Executive shall not be entitled to any other compensation or benefits. With respect to the payments to he made to the Executive by the Company under this subsection (d), such payments shall be less applicable taxes; payroll deductions and withholdings required by law. For purposes of this Agreement, “Good Reason” shall mean means the occurrence of any resignation of the following, without Executive’s express written consent: employment by the Company by the Executive, because of (iA) a material reduction of Executive’s duties or responsibilities; (ii) a any material reduction in the Executive’s Base Annual Salary without or material diminution of the express written consent benefits outlined in Section 3 above, other than a reduction applicable to all other similarly situated participants, (B) a substantial diminution in the duties, responsibilities or titles of the Executive, other but only if uncured in accordance with the foregoing provisions hereof, or (C) being required by the Board to relocate (for a period longer than an across-the-board reduction in compensation levels that applies to all senior executives generally; six (iii6) the relocation of Executive’s principal work location to a facility or a location that is 50 consecutive months) greater than 100 miles from the current geographic location at which Executive provides services; or (iv) a material breach by Chicago, Illinois metropolitan area in order to maintain employment with the Company of Sections 3 , 4 , 5 , 6 or 7 of pursuant to this Agreement; provided, that no resignation for Good Reason shall be effective unless and until (A) Executive has first provided the Company with written notice specifically identifying the acts or omissions constituting the grounds for “Good Reason” within thirty (30) days after Executive has or should reasonably be expected to have had knowledge of the occurrence thereof, (B) the Company has not cured such acts or omissions within thirty (30) days of its actual receipt of such notice, and (C) the effective date of Executive’s termination for Good Reason occurs no later than ninety (90) days after the initial existence of the facts or circumstances constituting Good Reason. Failure to timely provide such written notice or to timely resign employment means that Executive will be deemed to have consented to and irrevocably waived the potential Good Reason event. If the Company does timely cure or remedy the Good Reason event, then Executive may either resign his or her employment without Good Reason or Executive may continue to remain employed subject to the terms of this Agreement. If Executive’s termination of employment is for “Good Reason” and is also a Separation from Service, then Company shall, subject to Section 8(f) and Section 8(i) below and Executive’s execution and non-revocation of a binding release in accordance with Section 8(h) below, have the same obligations as are set forth in Section 8(a) above under the circumstance when a termination without Cause is also a Separation from Service.

Resignation for Good Reason. Executive may terminate this Agreement for Good Reason (as defined below) by giving written notice to the Company of such termination, subject to Executive complying with the notice, cure period and other requirements set forth within the definition of Good Reason below. As used hereinin this Agreement, “Good Reason” shall mean the occurrence of any one of the following, following without Executive’s express written consent: (i) a material reduction of in Executive’s duties or responsibilities; base compensation (which includes Base Salary, the Executive’s target annual bonus and any other base compensation), (ii) a material reduction in the Executive’s Base Salary without the express written consent of the Executive, other than an across-the-board reduction in compensation levels any action or inaction that applies to all senior executives generally; (iii) the relocation of Executive’s principal work location to a facility or a location that is 50 miles from the current geographic location at which Executive provides services; or (iv) constitutes a material breach by the Company of Sections 3 , 4 , 5 , 6 or 7 of this Agreement; provided(iii) a material diminution in Executive’s authority, duties or responsibilities such that they are materially inconsistent with his/her position as Senior Vice President, Chief Financial Officer of the Company; and (iv) a relocation of the Executive’s primary work location to a location that increases Executive’s commute by thirty (30) miles or more, provided that no resignation termination for Good Reason shall be effective unless and until (A) Executive has first provided given the Company with written notice specifically identifying the acts or omissions constituting the grounds for “Good Reason” (pursuant to Section 11 below) within thirty sixty (3060) days after Executive has or should reasonably be expected to have had knowledge becomes aware of the initial occurrence thereofof any of the foregoing specifying the event or condition constituting the Good Reason and the specific reasonable cure requested by Executive, (B) and the Company has not cured such acts or omissions failed to cure the occurrence within thirty (30) days of its actual receipt receiving written notice from Executive, and Executive resigns within six (6) months after Executive becomes aware of the initial occurrence. To the extent Executive’s principal work location is not the Company’s offices or facilities due to a shelter-in-place order, quarantine order, or similar work-from-home requirement that applies to Executive, Executive’s principal work location, from which a change in location under the foregoing clause (iv) will be measured, will be considered the Company’s office or facility location where Executive’s employment with the Company primarily was or would have been based immediately prior to the commencement of such noticeshelter-in-place order, and (C) quarantine order, or similar work-from-home requirement. In the effective date event of Executive’s a termination for Good Reason occurs no later than ninety (90) days after the initial existence of the facts or circumstances constituting Good Reason. Failure to timely provide such written notice or to timely resign employment means that , Executive will be deemed to have consented to and irrevocably waived the potential Good Reason event. If the Company does timely cure or remedy the Good Reason event, then Executive may either resign his or her employment without Good Reason or Executive may continue to remain employed subject entitled to the terms of this Agreement. If Executive’s termination of employment is for “Good Reason” Accrued Benefits and is also a Separation from Servicethe Severance Benefits, then Company shall, subject to Section 8(f) and Section 8(i) below and Executive’s execution and non-revocation of a binding release in accordance with Section 8(h) below, have on the same obligations conditions, form of payment and timing as are set forth in Section 8(a) above under the circumstance when a termination without Cause is also a Separation from Service5(a).

Resignation for Good Reason. Executive may terminate this Agreement for Good Reason (as defined in this Agreement) by giving written notice of such termination, which termination will become effective on the thirtieth day following receipt. As used hereinin this Agreement, “Good Reason” shall mean the occurrence of any one of the following, without provided that with respect to (iii), (iv) and (v) below, the Company has failed to cure the occurrence within twenty (20) days of receiving written notice from Executive specifying in reasonable detail the event or condition constituting the Good Reason and the specific reasonable cure requested by the Executive’s express written consent: (i) any material adverse change in the Executive’s then positions or titles, or a material reduction diminution of Executive’s his then duties, responsibilities or authority or the assignment to the Executive of duties or responsibilitiesresponsibilities that are materially adversely inconsistent with his then position; (ii) a the Executive’s removal from the Board; (iii) any reduction in the Executive’s base salary without the Executive’s consent; (iv) any material reduction in the Executive’s Base Salary employee benefits without the express written consent Executive’s consent, except as part of the Executive, other than an acrossa general change in plans or benefits for all upper-the-board reduction in compensation levels that applies to all senior executives generallylevel executives; (iiiv) any failure by the Company to comply with a material provision of this Agreement; (vi) the relocation of the Executive’s principal work location to a facility or a location that is place of business beyond 50 miles from its then-current location (which, as of the current geographic location at which date of this Agreement, shall be 000 Xxxxxxxxxxx Xxxx, Xxxxxxx Xxxxx, XX 10507) without the Executive’s consent; (vii) failure of any successor to the Company to assume in a writing delivered to the Executive provides servicesupon the assignee becoming such, the obligations of the Company hereunder; or (ivviii) the Executive’s resignation for any reason (or no reason) within 180 days after a material breach by the Company Change of Sections 3 , 4 , 5 , 6 or 7 of Control (as defined in this Agreement; provided, that no ). In the event of resignation for Good Reason shall be effective unless and until (A) Executive has first provided Reason, the Company with written notice specifically identifying the acts or omissions constituting the grounds for “Good Reason” within thirty (30) days after Executive has or should reasonably be expected to have had knowledge of the occurrence thereof, (B) the Company has not cured such acts or omissions within thirty (30) days of its actual receipt of such notice, and (C) the effective date of Executive’s termination for Good Reason occurs no later than ninety (90) days after the initial existence of the facts or circumstances constituting Good Reason. Failure to timely provide such written notice or to timely resign employment means that Executive will be deemed to have consented to and irrevocably waived the potential Good Reason event. If the Company does timely cure or remedy the Good Reason event, then Executive may either resign his or her employment without Good Reason or Executive may continue to remain employed subject entitled to the terms of this Agreement. If Executive’s termination of employment is for “Good Reason” benefits and is also a Separation from Service, then Company shall, subject to Section 8(f) and Section 8(i) below and Executive’s execution and non-revocation of a binding release in accordance with Section 8(h) below, have the same obligations as are payments set forth in Section 8(a) 4.1 above under in the circumstance when event of termination by the Company without Cause. As used in this Agreement, a termination without Cause is also a Separation from Service.“Change in Control” shall mean any of the following events:

Resignation for Good Reason. As used herein, “Good Reason” shall mean the occurrence of any of the following, without Executive’s express written consent: (i) a material reduction of Executive’s duties or responsibilities; (ii) a material reduction in the Executive’s Base Salary without the express written consent of the Executive, other than an across-the-board reduction in compensation levels that applies to all senior executives generally; (iii) the relocation of Executive’s principal work location to a facility or a location that is 50 miles from the current geographic location at which Executive provides services; or (iv) a material breach by the Company of Sections 3 , 4 , 5 , 6 or 7 of this Agreement; provided, that no resignation for Good Reason shall be effective unless and until (A) Executive has first provided the Company with written notice specifically identifying the acts or omissions constituting the grounds for “Good Reason” If within thirty (30) days after receipt of a written notice from the Executive has or should reasonably be expected to have had knowledge of the occurrence thereofCompany (which notice shall specify that the Executive intends to terminate his employment pursuant to Section 6.5), (B) the Company has not cured such acts or omissions within thirty (30) days the occurrence of its actual receipt of such notice, and (C) the effective date of Executive’s termination for Good Reason occurs no later than ninety (90) days after the initial existence any of the facts or circumstances constituting events specified in the definition of “Good Reason. Failure ” set forth below, the Executive shall have the right to timely provide such written notice or to timely resign terminate his employment means that Executive will be deemed to have consented to and irrevocably waived the potential Good Reason event. If the Company does timely cure or remedy the Good Reason event, then Executive may either resign his or her employment without Good Reason or Executive may continue to remain employed subject to the terms of this Agreement. If Executive’s termination of employment is hereunder for “Good Reason” by delivering a written notice of termination to the Company. Upon such termination, the Executive shall receive from the Company the Base Salary, Cash Bonus and is also a Separation from Servicethe employee benefits specified in Section 6.3 and upon the terms, then Company shall, subject to Section 8(f) conditions and Section 8(i) below and Executive’s execution and non-revocation of a binding release in accordance with Section 8(h) below, have the same obligations as are limitations set forth in Section 8(a6.3. The Executive shall have “Good Reason” for termination of his employment hereunder if, other than for Cause, any of the following has occurred: (a) above the Base Salary or Car Allowance shall have been reduced, other than in connection with a reduction of compensation of the CEO of the Company imposed by the Compensation Committee or the Board in response to adverse circumstances affecting the Company and/or its subsidiaries that is permitted under Section 5.1 above; (b) the circumstance when Company shall have determined to relocate the Executive’s principal place of employment to a termination without Cause site that is also more than twenty-five (25) miles from New York City; (c) the Company shall have reduced the Executive’s title as Executive Vice President and Chief Operating Officer of the Company or shall have reduced or reassigned, in any material respect, the duties of the Executive hereunder as Executive Vice President and Chief Operating Officer; (d) Xxxxxx X. Xxxx shall have ceased to be employed by the Company and/or any of its subsidiaries as an executive officer other than as a Separation from Serviceresult of Xx. Xxxx’x death or disability; or (e) the Company shall have materially breached any covenant or provision of this Agreement.

Resignation for Good Reason. As used herein, “(1) Executive may Resign for Good Reason” shall mean Reason upon the occurrence of any of the following, following conditions without Executive’s express prior written consent: : (iA) a material reduction change in Executive’s positions, authority and responsibilities relative to Executive’s positions, authority and responsibilities at the Effective Date; (B) a liquidation or dissolution of Company or the Bank, other than liquidations or dissolutions that are caused by reorganizations that do not affect the status of Executive’s duties or responsibilities; ; (iiC) a material reduction in the Executive’s Base Salary without the express written consent of the Executive, other than an across-the-board reduction in compensation levels that applies to all senior executives generally; Salary; (iiiD) the a relocation of Executive’s principal work location to a facility or a location that is 50 place of employment by more than thirty-five (35) miles from its location as of the current geographic location at which Executive provides servicesEffective Date; or or (ivE) a material breach by the Company of Sections 3 , 4 , 5 , 6 or 7 of this Agreement; provided, that no resignation Agreement by Company or the Bank. (2) Resignation for Good Reason shall be effective unless and until effected by delivering to Company, within twelve (A12) Executive has first provided months after the Company with occurrence of one of the conditions described above, a written notice specifically identifying the acts or omissions constituting the grounds specifying a date for “Good Reason” within termination of employment (a) which is not less than thirty (30) days after Executive has or should reasonably be expected to have had knowledge the date of the occurrence thereof, (B) the Company has not cured such acts or omissions within thirty (30) days of its actual receipt of such notice, and (Cb) the effective date of Executive’s termination for Good Reason occurs no later which is not more than ninety (90) days after the initial existence date of the notice. The notice shall also state that Executive is Resigning for Good Reason as contemplated by this Section 7(f) and shall set forth in reasonable detail the facts and circumstances claimed to provide a basis for Resignation for Good Reason hereunder. If within the notice period, Company cures or corrects any circumstances constituting providing a basis for Resignation for Good Reason pursuant to Sections 7(f)(1)(A) or (E) only, Executive shall not be entitled to Resign for Good Reason. Failure to timely provide such written notice or to timely resign employment means that . (3) If Executive will be deemed to have consented to and irrevocably waived the potential Resigns for Good Reason event. If at any time after the Company does timely cure or remedy the date of this Agreement (other than a Resignation for Good Reason eventduring the Term after a Change of Control, which shall be governed by Section 8 below), then Executive may either resign his or her employment without shall continue to be paid the Base Salary that Executive is entitled to receive as of the date Executive Resigns for Good Reason or Executive may continue through the expiration of the then current Term. Nothing in this Section shall affect Executive’s rights to remain employed subject receive any benefit which has been earned but not paid with respect to Executive’s performance prior to the terms date of such termination. In addition, the Bank shall pay for post-employment health coverage in the same manner as described in Section 7(e) above. The payments, other than post-employment health benefits, described in this Section 7(f) will be due Executive regardless of any subsequent employment attained by Executive which is not in violation of this Agreement. If Executive’s termination of employment is for “Good Reason” and is also a Separation from Service, then Company shall, subject to Section 8(f) and Section 8(i) below and Executive’s execution and non-revocation of a binding release in accordance with Section 8(h) below, have the same obligations as are set forth in Section 8(a) above under the circumstance when a termination without Cause is also a Separation from Service.

Resignation for Good Reason. As used herein5.1 If a Good Reason (as defined below) comes into existence within the Change in Control Period, and the notice and opportunity to cure time period requirements described in Section 5.2 are satisfied, Key Employee may resign from the Company for Good Reason, in which event Key Employee shall be entitled to receive the severance benefits specified in Section 6 below. 5.2 If Key Employee is party to an employment agreement with the Company, then the term “Good Reason” shall mean the occurrence of any of the followingbe as defined in such employment agreement; provided, without Executive’s express written consent: (i) however, a material reduction of Executive’s duties or responsibilities; (ii) a material reduction in the Executive’s Base Salary without the express written consent of the Executive, other than an across-the-board reduction in compensation levels that applies to all senior executives generally; (iii) the relocation of Executive’s principal work location to a facility or a location that is 50 miles from the current geographic location at which Executive provides services; or (iv) a material breach by the Company of Sections 3 , 4 , 5 , 6 or 7 of the employment agreement shall be a “Good Reason” termination under this Agreement; provided. If Key Employee is not party to an employment agreement with Xxxxxx, that no resignation for Good Reason shall be effective unless and until (A) Executive has first provided the Company with written notice specifically identifying the acts or omissions constituting the grounds Key Employee may resign for “Good Reason” during the Change in Control Period only if the Company, without Key Employee’s prior written consent, shall have caused a material diminution in Key Employee’s authority, duties, or base compensation, or the Company requires Key Employee to be based at a location outside a thirty-five (35) mile radius of the location where Key Employee worked immediately before the Change in Control. In order to resign hereunder for Good Reason Key Employee must first have provided the Company with notice of the existence of the Good Reason condition within thirty ninety (3090) days after Executive has or should reasonably be expected to have had knowledge of the occurrence thereofits initial existence, (B) the Company has not cured such acts or omissions must thereafter fail to remedy the condition within thirty (30) days of receiving notice of its actual receipt of such noticeexistence, and (C) the effective date resignation must occur on or before the later of Executive’s termination for Good Reason occurs no later than ninety (90) days the last day of the Change in Control Period or the 30th day after the initial existence end of the facts or circumstances constituting Good Reasonrequired 30-day remedy period. Failure to timely provide such written notice or to timely resign employment means that Executive will It shall not be deemed to have consented to and irrevocably waived be a material diminution in authority or duties if Key Employee is assigned a different title, position or reporting authority after the potential Good Reason event. If Change in Control of the Company does timely cure so long as Key Employee continues to perform duties which, in aggregate, are similar to some or remedy all of the Good Reason event, then Executive may either resign his or her employment without Good Reason or Executive may continue duties performed by Key Employee immediately before the Change in Control of Xxxxxx. The determination as to remain employed subject to the terms of this Agreement. If Executive’s termination of employment is for whether “Good Reason” exists shall be made reasonably and is also a Separation from Service, then Company shall, subject to Section 8(f) and Section 8(i) below and Executive’s execution and nonin good faith by an affirmative vote of not less than two-revocation thirds of a binding release in accordance with Section 8(h) below, have the same obligations as are members of the Board of Xxxxxx within the time frame set forth in Section 8(a) above under the circumstance when a termination without Cause is also a Separation from Serviceabove.

Resignation for Good Reason. As used Executive also may resign employment with Company and terminate this Agreement for Good Reason, provided that Executive gives Company written notice of the Good Reason condition within 60 days from the initial existence of the Good Reason condition, which written notice shall provide a 30-day period during which Company may remedy the actions that Executive has identified as the condition constituting grounds for a resignation for Good Reason. If Company has not remedied the Good Reason condition within 30 days following such notice from Executive, then Executive must resign his employment with Company within 30 days of the end of the remedy period or he will have forever waived his right to resign for Good Reason for such condition upon that occurrence, but not future occurrences of the same condition. Upon such a termination, Executive will be treated in accordance with paragraph 5.A herein, as if Executive’s employment had been terminated by Company without Cause. For purposes of this Agreement, “Good Reason” shall mean the occurrence of any of the following, without Executive’s express written consentmeans: (i) a material reduction Executive no longer reports to the Chief Operating Officer of Executive’s duties or responsibilitiesCompany (unless Executive then reports to the Chief Executive Officer of Company); (ii) a material reduction in the Executive’s Base Salary without the express written consent of the Executive, other than an across-the-board reduction in compensation levels that applies to all senior executives generally; (iii) the relocation of Executive’s principal work location office at Company to a facility or a location that is 50 more than 100 miles from its location as of the current geographic location at which Executive provides servicesdate of this Agreement without Executive’s written consent; (iii) a material diminution in Executive’s duties, responsibilities or authority; (iv) a material breach diminution in Executive’s then Base Salary; or (v) Company’s requiring Executive to engage in unlawful conduct upon express direction of the Board. As part of the consideration for entering into this Agreement with Company, by the Company of Sections 3 , 4 , 5 , 6 or 7 of executing and becoming a party to this Agreement; provided, that no resignation for Good Reason shall be effective unless and until Executive hereby (Ai) Executive has first provided the Company with written notice specifically identifying the acts or omissions constituting the grounds waives any right to resign for “Good Reason” within thirty under the Prior Agreement and/or this Agreement as a result of Executive accepting the position described in this Agreement (30) days after Executive has or should reasonably be expected including, without limitation, any changes to have had knowledge of the occurrence thereof, (B) the Company has not cured such acts or omissions within thirty (30) days of its actual receipt of such notice, and (C) the effective date of Executive’s termination for Good Reason occurs no later than ninety (90duties, responsibilities, title, offices, reporting relationship and location) days after the initial existence of the facts or circumstances constituting Good Reason. Failure to timely provide such written notice or to timely resign employment means that Executive will be deemed to have consented to and irrevocably waived the potential Good Reason event. If the Company does timely cure or remedy the Good Reason event, then Executive may either resign his or her employment without Good Reason or Executive may continue to remain employed subject to the terms of as contemplated by this Agreement. If Executive’s termination of employment is for “Good Reason” Such waiver shall apply to any and is also a Separation from Serviceall compensation arrangements, then bonus plans, equity award plans or other arrangements established by Company shallin which the Executive participates, subject to Section 8(f) including, without limitation, this Agreement and Section 8(i) below and Executive’s execution and non-revocation of a binding release in accordance with Section 8(h) below, have the same obligations as are set forth in Section 8(a) above under the circumstance when a termination without Cause is also a Separation from ServicePrior Agreement.

Resignation for Good Reason. As used herein(i) At any time during the Term of Employment, Executive may resign for Good Reason and terminate his employment by delivering to the Bank a written notice of resignation. The notice of resignation shall set forth the reasons for Executive’s resignation for Good Reason. For purposes of this Agreement, resignation for “Good Reason” shall mean be defined as the termination of employment by Executive following the occurrence of any of the followingfollowing events and the failure of the Bank to cure, without if applicable, within the period specified in this Section 5(e): (A) the assignment to Executive of duties that are materially inconsistent with Executive’s express written consent: (i) a material reduction of Executive’s position, authority, duties or responsibilities, or any other action by the Bank which results in a material diminution in such position, authority, duties or responsibilities as set forth herein; (iiB) a material reduction in the Executive’s Base Salary without the express written consent of the Bank requiring Executive, other than an across-the-board reduction in compensation levels that applies without his consent, to all senior executives generally; (iii) the relocation of Executive’s principal work location to a facility be based at any office or a location that is 50 miles materially different geographically from the current geographic location at which Executive provides servicesmain office in Alexandria, Louisiana; or (ivC) a any material breach of this Agreement by the Company Bank, excluding for this purpose an isolated, insubstantial or inadvertent action not taken in bad faith and which is remedied by the Bank promptly after receipt of Sections 3 notice thereof given by Executive. Within ninety (90) days of the initial occurrence of any of the events described above, 4 , 5 , 6 or 7 of this Agreement; provided, Executive shall give the Bank written notice that no resignation for such event constitutes Good Reason and the Bank shall be effective unless and until (A) Executive has first provided the Company with written notice specifically identifying the acts or omissions constituting the grounds for “Good Reason” within thereafter have thirty (30) days after Executive has or should reasonably be expected in which to have had knowledge of cure such an occurrence. If the occurrence thereof, (B) the Company Bank has not cured such acts or omissions an occurrence within thirty (the 30) days of its actual receipt of such notice-day period, the event shall constitute grounds for resignation for Good Reason, and (C) the effective date of Executive’s termination for Good Reason occurs no later than ninety (90) days after the initial existence shall be effective as of the facts date immediately following such 30-day period (or, if applicable, the earlier date on which the Bank notifies Executive that it is unable or circumstances constituting Good Reason. Failure does not intend to timely provide such written notice or cure the defect). (ii) In the event of a termination pursuant to timely resign employment means that Executive will this Section 5(e), the Bank shall be deemed to have consented to and irrevocably waived the potential Good Reason event. If the Company does timely cure or remedy the Good Reason event, then Executive may either resign his or her employment without Good Reason or Executive may continue to remain employed subject to the terms relieved of all its obligations under this Agreement. If Executive’s termination of employment is for “Good Reason” and is also a Separation from Service, then Company shall, subject to except as provided in Section 8(f3(h) and Section 8(i) below and Executive’s execution and non-revocation of a binding release in accordance with Section 8(h) below, have the same obligations as are set forth in Section 8(a) above under the circumstance when a termination without Cause is also a Separation from Service4.

Resignation for Good Reason. As used herein, “I may resign my employment for Good Reason” , which shall mean the occurrence of any of the following, following without Executive’s my express written consent: : (i) a material reduction Relocation of Executive’s duties or responsibilities; (ii) a material reduction in the Executive’s Base Salary without the express written consent of the Executive, other my primary office location more than an across-the-board reduction in compensation levels that applies to all senior executives generally; (iii) the relocation of Executive’s principal work location to a facility or a location that is 50 miles from the current geographic location at which Executive provides services; location, as set forth in section 3; (ii) Any change in my reporting relationship as set forth in section 2; (iii) Any diminution in title, or material diminution in overall compensation or duties; (iv) a material breach Material failure by the Company to keep any promise or make any payment provided herein; (v) Change in Control as defined in Section 7 below; (vi) Any transfer to any subsidiary or affiliate or other change that removes me from the position of Sections 3 Chief Executive and President of the parent company; (vii) Failure by the Company to continue, 4 or continue my participation in, 5 any compensation or benefit plan in which I participate or am entitled to participate that materially affects my total compensation, 6 unless an equivalent substitute is adopted or 7 of this Agreementmade available on a basis not less favorable to me and my spouse; providedHowever, an event that no resignation for is or would constitute Good Reason shall cease to be effective unless and until Good Reason if: (Ai) Executive has first provided I do not provide the Company with written notice specifically identifying of my intent to terminate my employment due to an event that would constitute Good Reason within the acts or omissions constituting the grounds for “Good Reason” within thirty (30) earlier of 30 days after Executive has or should reasonably be expected to have had knowledge of the occurrence thereofof such event or 30 days after I am officially notified or it is officially announced that the Company will take any actions that would constitute Good Reason to resign, (Bii) the Company has not cured such acts reverses the action or omissions within thirty (30) days of its actual receipt of such notice, and (C) cures the effective date of Executive’s termination for default that constitutes Good Reason occurs no later than ninety within 30 days after receiving such written notice, (90iii) I do not terminate employment within 60 days after the initial existence event occurs, (iv) I am a primary instigator of the facts or circumstances constituting Good Reason. Failure to timely provide such written notice or to timely resign employment means that Executive will be deemed to have consented to and irrevocably waived the potential Good Reason event. If the Company does timely cure or remedy the Good Reason eventevent other than a Change in Control and the circumstances make it inappropriate for me to receive benefits under this Agreement (e.g., then Executive may either resign his I initiate a relocation of the Company's headquarters); or her employment without Good Reason or Executive may continue (v) if the company in good faith temporarily suspends me for no more than 30 days (with full pay) to remain employed subject investigate any suspected wrongdoing that, if substantiated, would give the Company reason to the terms of this Agreement. If Executive’s termination of employment is terminate me for “Good Reason” and is also a Separation from Service, then Company shall, subject to Section 8(f) and Section 8(i) below and Executive’s execution and non-revocation of a binding release in accordance with Section 8(h) below, have the same obligations as are set forth in Section 8(a) above under the circumstance when a termination without Cause is also a Separation from ServiceCause.

Resignation for Good Reason. As used hereinIf, during the Term of this Agreement, Employee resigns from his employment with the Employer and its affiliates for Good Reason in accordance with the requirements of this Paragraph 10(A)(iii), then he shall become entitled to the Accrued Compensation. In addition, subject to Employee’s continuing compliance with the covenants contained in Paragraphs 7 and 8 of this Agreement and any other similar applicable restrictive covenants with Employer or an affiliate, and the execution by Employee of Release within the time period specified by Employer at the time of the Termination Date (which shall be no longer than 50 days after the Termination Date) and the expiration of any applicable revocation period with respect to the Release, then Employee shall become entitled to receive the same severance benefits set forth in Paragraph 10(A)(ii)(a)-(d) above, subject to the same terms and conditions set forth therein. Employee agrees that before Xxxxxxxx resigns for Good Reason, Employee must give Employer 30 days’ advance written notice of the reason(s) therefor. For purposes of this Agreement, “Good Reason” shall mean constitutes the occurrence happening of any of the following, without Executivethe consent of Employee: 1. Material breach of any provision of this Agreement by Employer; 2. The assignment to Employee of duties inconsistent with Employee’s express written consent: (i) position as President of Trauma & Deformity Correction and OP Specialty Bracing or any other action by Employer which results in a material diminution in such position, authority, duties, or responsibilities, excluding an isolated, insubstantial action not taken in bad faith; 3. The material reduction of Employee’s Annual Salary or Bonus or any other action by Employer which results in a material reduction of ExecutiveEmployee’s duties or responsibilitiesannual compensation; (ii) or 4. Employer requiring Employee to be based in a material reduction in the Executive’s Base Salary without the express written consent of the Executive, city other than an across-the-board reduction in compensation levels that applies where Employee resides. Notwithstanding the foregoing or any provision to all senior executives generally; (iii) the relocation of Executive’s principal work location to a facility or a location that is 50 miles from the current geographic location at which Executive provides services; or (iv) a material breach by the Company of Sections 3 contrary, 4 , 5 , 6 or 7 of this Agreement; provided, that no resignation for Good Reason shall not be effective deemed to exist unless and until (A) Executive has first provided the Company with written notice specifically identifying the acts or omissions constituting the grounds for “Good Reason” within of termination on account thereof is given to Employer no later than thirty (30) days after Executive has the time at which the event or should reasonably be expected condition purportedly giving rise to Good Reason first occurs or arises; and, provided, that if there exists an event or condition that constitutes Good Reason, Employer shall have had knowledge of the occurrence thereof, (B) the Company has not cured such acts or omissions within thirty (30) days of its actual receipt from the date notice of such noticea termination is given to cure such event or condition and, and (C) the effective date of Executive’s termination for if Employer does so, such event or condition shall not constitute Good Reason occurs no later than ninety (90) days after the initial existence of the facts or circumstances constituting Good Reason. Failure to timely provide such written notice or to timely resign employment means that Executive will be deemed to have consented to and irrevocably waived the potential Good Reason event. If the Company does timely cure or remedy the Good Reason event, then Executive may either resign his or her employment without Good Reason or Executive may continue to remain employed subject to the terms for purposes of this Agreement. If Executive’s termination of employment is for “Good Reason” and is also a Separation from Service, then Company shall, subject to Section 8(f) and Section 8(i) below and Executive’s execution and non-revocation of a binding release in accordance with Section 8(h) below, have the same obligations as are set forth in Section 8(a) above under the circumstance when a termination without Cause is also a Separation from Service.

Resignation for Good Reason. Executive may terminate this Agreement for Good Reason (as defined below) by giving written notice of such termination, which termination will become effective on the thirtieth (30th) day following receipt by the Company. As used hereinin this Agreement, “Good Reason” shall mean the occurrence of any one of the following, without Executive’s express written consent: (i) a material reduction of Executive’s duties or responsibilities; (ii) a material reduction in the Executive’s Base Salary without the express written consent and/or a material breach of the Executive, other than an across-the-board reduction in compensation levels that applies to all senior executives generally; (iii) the relocation of Executive’s principal work location to a facility or a location that is 50 miles this Agreement resulting from the current geographic location at which Executive provides services; failure to provide the benefits required in Section 4, (ii) any action or (iv) inaction that constitutes a material breach by the Company of Sections 3 , 4 , 5 , 6 or 7 of this Agreement; provided(iii) a material diminution in Executive’s authority, duties or responsibilities such that they are materially inconsistent with his position as President and Chief Executive Officer of the Company; (iv) the Company’s failure to grant to Executive the stock options to purchase 200,000 shares of common stock specified by Section 4(c)(i), the 200,000 RSUs specified by Section 4(c)(ii) and the 100,000 and 200,000 MSUs specified by Section 4(c)(iii) (it being understood that the Company’s failure to grant Executive any stock options, RSUs, MSUs or other equity awards in addition to the grants specifically referenced in this sub-clause (iv) shall not constitute “Good Reason”), and (iv) relocation of the Company’s headquarters to a location that materially increases Executive’s commute, provided that no resignation termination for Good Reason shall be effective unless and until (A) Executive has first provided given the Company with written notice specifically identifying the acts or omissions constituting the grounds for “Good Reason” (pursuant to Section 11 below) within thirty sixty (3060) days after Executive has or should reasonably be expected to have had knowledge becomes aware of the initial occurrence thereofof any of the foregoing specifying the event or condition constituting the Good Reason and the specific reasonable cure requested by Executive, (B) and the Company has not cured such acts or omissions failed to cure the occurrence within thirty (30) days of its actual receipt of such noticereceiving written notice from Executive, and Executive resigns within six (C6) months after Executive becomes aware of the effective date initial occurrence. In the event of Executive’s a termination for Good Reason occurs no later than ninety (90) days after the initial existence of the facts or circumstances constituting Good Reason. Failure to timely provide such written notice or to timely resign employment means that , Executive will be deemed to have consented to and irrevocably waived the potential Good Reason event. If the Company does timely cure or remedy the Good Reason event, then Executive may either resign his or her employment without Good Reason or Executive may continue to remain employed subject entitled to the terms of this Agreement. If Executive’s termination of employment is for “Good Reason” Accrued Benefits and is also a Separation from Servicethe Severance Benefits, then Company shall, subject to Section 8(f) and Section 8(i) below and Executive’s execution and non-revocation of a binding release in accordance with Section 8(h) below, have on the same obligations conditions, form of payment and timing as are set forth in Section 8(a) above under the circumstance when a termination without Cause is also a Separation from Service5(a).

Resignation for Good Reason. As used herein(a) The Executive may terminate Executive’s employment for Good Reason (as defined below) if Executive provides three (3) months prior written notice to the Company, which notice period may be reduced by the Company upon receipt of such notice. Upon such a termination, the Executive will be entitled to receive the Accrued Rights and any Accrued Bonus. (b) In addition to the Accrued Rights and Accrued Bonus, if the Executive’s employment is terminated by the Executive for Good Reason, subject to Section 6.6 the Executive will be entitled to receive as severance Executive’s Base Salary then in effect at the time of such termination for the Severance Period. Such payments will be made in equal installments over the Severance Period in accordance with the Payroll Policies. (c) Subject to Section 6.6, the Executive will also be entitled during the Severance Period to payment of the Company’s portion of post-employment Company-sponsored health insurance premiums under COBRA (at the same levels and costs in effect on the date of termination (excluding, for purposes of calculating cost, an employee’s ability to pay premiums with pre-tax dollars)) and subject to Executive’s valid election to continue healthcare coverage under COBRA, to the extent permissible under the Company’s health insurance plans including, if permitted and still maintained by the Company, Benicomp, (as may be amended, modified or terminated by the Company from time to time), subject to applicable taxes and withholdings; provided, that if the Executive becomes covered by the health insurance policy of any subsequent employer during the Severance Period, the continuation of such health insurance coverage and premium payment by the Company shall cease. (d) Following a termination of the Executive’s employment by the Executive for Good Reason, the Executive shall have no further rights to any compensation or any other benefits except as set forth in this Section 6.5. (e) The Executive shall have “Good Reason” shall mean the occurrence for termination of Executive’s employment hereunder if, other than for Cause, any of the following, without Executive’s express written consent: following has occurred: (i) a material reduction in the Base Salary other than as described under Section 5.1 of Executive’s duties or responsibilities; this Agreement; (ii) a material reduction in the movement by the Company, without the Executive’s Base Salary without the express written consent consent, of the Executive, other ’s principal place of employment to a site that is more than an across-the-board reduction in compensation levels that applies to all senior executives generally; 50 miles from the Executive’s current principal place of employment; (iii) the relocation of Executive’s principal work location Company requires the Executive to a facility or a location that is 50 miles from directly report to anyone other than the current geographic location at which Chief Executive provides servicesOfficer; or or (iv) a any material breach by the Company of Sections 3 , 4 , 5 , 6 or 7 of this Agreement; provided. Notwithstanding the foregoing, that no resignation for Good Reason the Executive shall be effective unless and until (A) Executive has first provided the Company with written notice specifically identifying the acts or omissions constituting the grounds for not have “Good Reason” within thirty (30) days after Executive has or should reasonably be expected to have had knowledge terminate the Executive’s employment in connection with any of the occurrence thereof, foregoing events unless (B1) Executive provides the Company has not cured such acts or omissions within thirty with three (303) days of its actual receipt months prior written notice of such noticetermination, and (C) the effective date of Executive’s termination for Good Reason occurs no later than such notice is provided within ninety (90) days after of the initial existence occurrence of the facts or circumstances event constituting Good Reason. Failure , (2) such termination is conditioned upon the Company failing to timely provide such written notice or to timely resign employment means that Executive will be deemed to have consented to and irrevocably waived cure the potential event constituting Good Reason event. If within the thirty-day period following provision of notice, and (3) the Company does timely fails to cure or remedy the such event constituting Good Reason event, then Executive may either resign his or her employment without Good Reason or Executive may continue to remain employed subject to the terms of this Agreement. If Executive’s termination of employment is for “Good Reason” and is also a Separation from Service, then Company shall, subject to Section 8(f) and Section 8(i) below and Executive’s execution and nonwithin such thirty-revocation of a binding release in accordance with Section 8(h) below, have the same obligations as are set forth in Section 8(a) above under the circumstance when a termination without Cause is also a Separation from Serviceday period.

Resignation for Good Reason. As used herein, “(1) Executive may Resign for Good Reason” shall mean Reason upon the occurrence of any of the following, following conditions without Executive’s express prior written consent: : (iA) a material reduction change in Executive’s positions, authority and responsibilities relative to Executive’s positions, authority and responsibilities at the Effective Date; (B) a liquidation or dissolution of Company or the Bank, other than liquidations or dissolutions that are caused by reorganizations that do not affect the status of Executive’s duties or responsibilities; ; (iiC) a material reduction in the Executive’s Base Salary without the express written consent of the Executive, (other than an across-the-board a reduction in compensation levels that applies applicable to all senior executives generally; officers of the Company or the Bank but excluding such a reduction if it occurs after a Change in Control); (iiiD) the a relocation of Executive’s principal work location to a facility or a location that is 50 place of employment by more than thirty-five (35) miles from its location as of the current geographic location at which Executive provides servicesEffective Date; or or (ivE) a material breach by the Company of Sections 3 , 4 , 5 , 6 or 7 of this Agreement; provided, that no resignation Agreement by Company or the Bank. (2) Resignation for Good Reason shall be effective unless and until effected by delivering to Company, within three (A3) Executive has first provided months after the Company with occurrence of one of the conditions described above, a written notice specifically identifying the acts or omissions constituting the grounds specifying a date for “Good Reason” within termination of employment (a) which is not less than thirty (30) days after Executive has or should reasonably be expected to have had knowledge the date of the occurrence thereof, (B) the Company has not cured such acts or omissions within thirty (30) days of its actual receipt of such notice, and (Cb) the effective date of Executive’s termination for Good Reason occurs no later which is not more than ninety (90) days after the initial existence date of the notice. The notice shall also state that Executive is resigning for Good Reason as contemplated by this Section 7(f) and shall set forth in reasonable detail the facts and circumstances claimed to provide a basis for Resignation for Good Reason hereunder. If within the notice period, Company cures or corrects any circumstances constituting providing a basis for Resignation for Good Reason pursuant to Sections 7(f)(l)(A) or (E) only, Executive shall not be entitled to Resign for Good Reason. Failure to timely provide such written notice or to timely resign employment means that . (3) If Executive will be deemed to have consented to and irrevocably waived the potential Resigns for Good Reason event. If at any time after the Company does timely cure or remedy the date of this Agreement (other than a Resignation for Good Reason eventduring the Term after a Change of Control, which shall be governed by Section 8 below), then Executive may either resign his shall receive, as severance or her liquidated damages or both, the same payments and benefits Executive would have received under Section 7(e) if Executive’s employment had been terminated without Good Reason or Cause. The payments described in this Section 7(f) will be due Executive may continue to remain employed subject to the terms regardless of any subsequent employment attained by Executive which is not in violation of this Agreement. If Executive’s termination of employment is for “Good Reason” and is also a Separation from Service, then Company shall, subject to Section 8(f) and Section 8(i) below and Executive’s execution and non-revocation of a binding release in accordance with Section 8(h) below, have the same obligations as are set forth in Section 8(a) above under the circumstance when a termination without Cause is also a Separation from Service.

Resignation for Good Reason. Executive may terminate this Agreement for Good Reason (as defined below) by giving written notice to the Company of such termination, subject to Executive complying with the notice, cure period and other requirements set forth within the definition of Good Reason below. As used hereinin this Agreement, “Good Reason” shall mean the occurrence of any one of the following, following without Executive’s express written consent: (i) a material reduction of Executive’s duties or responsibilities; (ii) a material reduction in the Executive’s Base Salary without and/or a material breach of this Agreement by the express written consent of the Executive, other than an across-the-board reduction in compensation levels that applies to all senior executives generally; (iii) the relocation of Executive’s principal work location to a facility or a location that is 50 miles Company resulting from the current geographic location at which Executive provides services; failure to provide the benefits required in Section 4, (ii) any action or (iv) inaction that constitutes a material breach by the Company of Sections 3 , 4 , 5 , 6 or 7 of this Agreement; provided(iii) a material diminution in Executive’s authority, duties or responsibilities such that they are materially inconsistent with his/her position as Executive Vice President, Chief Operating Officer of the Company; and (iv) relocation of the Company’s headquarters to a location that materially increases Executive’s commute, provided that no resignation termination for Good Reason shall be effective unless and until (A) Executive has first provided given the Company with written notice specifically identifying the acts or omissions constituting the grounds for “Good Reason” (pursuant to Section 11 below) within thirty sixty (3060) days after Executive has or should reasonably be expected to have had knowledge becomes aware of the initial occurrence thereofof any of the foregoing specifying the event or condition constituting the Good Reason and the specific reasonable cure requested by Executive, (B) and the Company has not cured such acts or omissions failed to cure the occurrence within thirty (30) days of its actual receipt of such noticereceiving written notice from Executive, and Executive resigns within six (C6) months after Executive becomes aware of the effective date initial occurrence. In the event of Executive’s a termination for Good Reason occurs no later than ninety (90) days after the initial existence of the facts or circumstances constituting Good Reason. Failure to timely provide such written notice or to timely resign employment means that , Executive will be deemed to have consented to and irrevocably waived the potential Good Reason event. If the Company does timely cure or remedy the Good Reason event, then Executive may either resign his or her employment without Good Reason or Executive may continue to remain employed subject entitled to the terms of this Agreement. If Executive’s termination of employment is for “Good Reason” Accrued Benefits and is also a Separation from Servicethe Severance Benefits, then Company shall, subject to Section 8(f) and Section 8(i) below and Executive’s execution and non-revocation of a binding release in accordance with Section 8(h) below, have on the same obligations conditions, form of payment and timing as are set forth in Section 8(a) above under the circumstance when a termination without Cause is also a Separation from Service5(a).

Resignation for Good Reason. As used hereinIf, during the Term of this Agreement, Employee resigns from his employment with the Employer and its affiliates for Good Reason in accordance with the requirements of this Paragraph 10(A)(iii), then he shall become entitled to the Accrued Compensation. In addition, subject to Employee’s continuing compliance with the covenants contained in Paragraphs 7 and 8 of this Agreement and any other similar applicable restrictive covenants with Employer or an affiliate, and the execution by Employee of Release within the time period specified by Employer at the time of the Termination Date (which shall be no longer than 50 days after the Termination Date) and the expiration of any applicable revocation period with respect to the Release, then Employee shall become entitled to receive the same severance benefits set forth in Paragraph 10(A)(ii)(a)-(d) above, subject to the same terms and conditions set forth therein. Employee agrees that before Xxxxxxxx resigns for Good Reason, Employee must give Employer 30 days’ advance written notice of the reason(s) therefor. For purposes of this Agreement, “Good Reason” shall mean constitutes the occurrence happening of any of the following, without Executivethe consent of Employee: 1. Material breach of any provision of this Agreement by Employer; 2. The assignment to Employee of duties inconsistent with Employee’s express written consent: (i) position as President of Scoliosis or any other action by Employer which results in a material diminution in such position, authority, duties, or responsibilities, excluding an isolated, insubstantial action not taken in bad faith; 3. The material reduction of Employee’s Annual Salary or Bonus or any other action by Employer which results in a material reduction of ExecutiveEmployee’s duties or responsibilitiesannual compensation; (ii) or 4. Employer requiring Employee to be based in a material reduction in the Executive’s Base Salary without the express written consent of the Executive, city other than an across-the-board reduction in compensation levels that applies where Employee resides. Notwithstanding the foregoing or any provision to all senior executives generally; (iii) the relocation of Executive’s principal work location to a facility or a location that is 50 miles from the current geographic location at which Executive provides services; or (iv) a material breach by the Company of Sections 3 contrary, 4 , 5 , 6 or 7 of this Agreement; provided, that no resignation for Good Reason shall not be effective deemed to exist unless and until (A) Executive has first provided the Company with written notice specifically identifying the acts or omissions constituting the grounds for “Good Reason” within of termination on account thereof is given to Employer no later than thirty (30) days after Executive has the time at which the event or should reasonably be expected condition purportedly giving rise to Good Reason first occurs or arises; and, provided, that if there exists an event or condition that constitutes Good Reason, Employer shall have had knowledge of the occurrence thereof, (B) the Company has not cured such acts or omissions within thirty (30) days of its actual receipt from the date notice of such noticea termination is given to cure such event or condition and, and (C) the effective date of Executive’s termination for if Employer does so, such event or condition shall not constitute Good Reason occurs no later than ninety (90) days after the initial existence of the facts or circumstances constituting Good Reason. Failure to timely provide such written notice or to timely resign employment means that Executive will be deemed to have consented to and irrevocably waived the potential Good Reason event. If the Company does timely cure or remedy the Good Reason event, then Executive may either resign his or her employment without Good Reason or Executive may continue to remain employed subject to the terms for purposes of this Agreement. If Executive’s termination of employment is for “Good Reason” and is also a Separation from Service, then Company shall, subject to Section 8(f) and Section 8(i) below and Executive’s execution and non-revocation of a binding release in accordance with Section 8(h) below, have the same obligations as are set forth in Section 8(a) above under the circumstance when a termination without Cause is also a Separation from Service.

Resignation for Good Reason. As used herein(i) The Executive shall have the right to terminate his employment hereunder at any time, effective upon one (1) month’s prior written notice to the Company by the Executive, for Good Reason (as defined below), during which period the Company may cure the event alleged to constitute Good Reason, and upon such termination, the Executive shall, in addition to the Accrued Termination Obligations, have the right to receive from the Company the same Severance Payments and benefits that he would have been entitled to receive had the Executive been terminated by the Company in accordance with Section 7(d) above, payable as provided in Section 7(d) above (including the provisions of Section 7(d) relating to the Release Agreement). (ii) The Executive shall have “Good Reason” shall mean the occurrence for termination of his employment hereunder if any of the following, following has occurred without the Executive’s express prior written consent: ; provided that the Executive shall not be deemed to have Good Reason unless (i) a material reduction of Executive’s duties or responsibilities; (ii) a material reduction in the Executive’s Base Salary without the express written consent notice of the Executive, other than an across-the-board reduction in compensation levels that applies event or condition purportedly giving rise to all senior executives generally; (iii) the relocation of Executive’s principal work location to a facility or a location that is 50 miles from the current geographic location at which Executive provides services; or (iv) a material breach by the Company of Sections 3 , 4 , 5 , 6 or 7 of this Agreement; provided, that no resignation for Good Reason shall be effective unless and until (A) Executive has first provided the Company with written notice specifically identifying the acts or omissions constituting the grounds for “Good Reason” within thirty (30) days after Executive has or should reasonably be expected to have had knowledge of the occurrence thereof, (B) the Company has not cured such acts or omissions within thirty (30) days of its actual receipt of such notice, and (C) the effective date of Executive’s termination for Good Reason occurs is given in writing no later than ninety (90) days after the initial existence time at which the event or condition purportedly giving rise to Good Reason first occurs or arises, (ii) there does not exist an event or condition which could serve as the basis of a termination of the facts or circumstances constituting Good Reason. Failure to timely provide such Executive’s employment for Cause, (iii) the Company has had thirty (30) days from the date written notice of such termination is given (the “Cure Period”) to cure such event or condition and has not done so and (iv) the Executive resigns no later than ninety (90) days following expiration of the Cure Period: (A) a material diminution in Executive’s duties or position or an assignment of duties materially inconsistent with the Executive’s position as Executive Vice President and Chief Financial Officer of the Company; (B) any reduction in the Base Salary, the bonus calculation methodology set forth in Section 5(b) hereof, perquisites (including vacation allowance) or the overall level of other benefits (other than as a result of changes to timely resign employment means that Executive will be deemed benefit plans generally made available to have consented to and irrevocably waived the potential Good Reason event. If employees and/or senior management of the Company does timely cure in which the Executive participates or remedy for any reductions required by law); (C) a failure to provide the Good Reason event, then Executive may either resign his or her with an office and with secretarial support similar to that in effect as of the date hereof; (D) relocation of the Executive’s principal place of employment without Good Reason or Executive may continue to remain employed subject to more than fifty (50) miles from its current location; or (E) a material breach by the terms Company of this Agreement. If Executive’s termination of employment is for Notwithstanding the foregoing, the Executive shall not have “Good Reason” to terminate his employment if he has either consented in writing to any event set forth above or has failed to deliver written notice of the event alleged to constitute Good Reason within three (3) months following such event. For the avoidance of doubt, a disagreement between the Executive and is also a Separation from Servicethe Board with respect to the policies and strategies adopted or approved by the Board with respect to the Company’s business and affairs, then Company shall, subject to Section 8(f) and Section 8(i) below and Executive’s execution and non-revocation of a binding release in accordance with Section 8(h) below, have the same obligations as are including without limitation matters set forth in Section 8(a) above under any annual operating budget or strategic plan approved by the circumstance when a termination without Cause is also a Separation from ServiceBoard, shall not constitute “Good Reason” for purposes of this Agreement.

Resignation for Good Reason. As used hereinThe Executive may terminate his employment by the Company for Good Reason (as defined below) by providing written notice thereof to the Company (the “Resignation Notice”) at least forty-five (45) days prior to the effective date of the resignation, which notice shall set forth in reasonable detail the nature of the facts and circumstances which constitute Good Reason and the Company shall have thirty (30) days after receipt of the Resignation Notice to cure in all material respects the facts and circumstances which constitute Good Reason. For purposes of this Agreement, “Good Reason” shall mean the occurrence occurrence, during the Employment Term, of any of the followingfollowing actions or failures to act, without but in each case only if it is not consented to by the Executive in writing: (a) a material adverse change in the Executive’s express written consent: duties, reporting responsibilities, titles or elected or appointed offices as in effect immediately prior to the effective date of such change; (ib) a material reduction of Executive’s duties or responsibilities; (ii) a material reduction by the Company in the Executive’s Base Salary without or annual bonus opportunity in effect immediately prior to the express written consent effective date of such reduction, not including any reduction resulting from changes in the market value of securities or other instruments paid or payable to the Executive, other than an across-the-board reduction in compensation levels that applies to all senior executives generally; (iii) the relocation of Executive’s principal work location to a facility or a location that is 50 miles from the current geographic location at which Executive provides services; or (ivc) a material breach by any change of more than 50 miles in the Company location of Sections 3 , 4 , 5 , 6 or 7 the principal place of employment of the Executive immediately prior to the effective date of such change. For purposes of this Agreement; provideddefinition, that no resignation for Good Reason none of the actions described in clauses (a) and (b) above shall be effective unless and until (A) Executive has first provided the Company with written notice specifically identifying the acts or omissions constituting the grounds for constitute “Good Reason” with respect to the Executive if it was an isolated and inadvertent action not taken in bad faith by the Company and if it is remedied by the Company within thirty (30) days after receipt of written notice thereof given by the Executive has or should reasonably be expected to have had knowledge (or, if the matter is not capable of the occurrence thereof, (B) the Company has not cured such acts or omissions remedy within thirty (30) days days, then within a reasonable period of its actual receipt of time following such noticethirty (30) day period, and (C) the effective date of Executive’s termination for Good Reason occurs no later than ninety (90) days after the initial existence of the facts or circumstances constituting Good Reason. Failure to timely provide such written notice or to timely resign employment means provided that Executive will be deemed to have consented to and irrevocably waived the potential Good Reason event. If the Company does timely cure or has commenced such remedy the Good Reason event, then Executive may either resign his or her employment without Good Reason or Executive may continue to remain employed subject to the terms of this Agreement. If Executive’s termination of employment is for within said thirty (30) day period); provided that “Good Reason” and is also a Separation from Service, then Company shall, subject shall cease to Section 8(fexist for any action described in clauses (a) and Section 8(i(b) below and above on the sixtieth (60th) day following the later of the occurrence of such action or the Executive’s execution and non-revocation of a binding release in accordance with Section 8(h) belowknowledge thereof, have unless the same obligations as are set forth in Section 8(a) above under Executive has given the circumstance when a termination without Cause is also a Separation from ServiceCompany written notice thereof prior to such date.

Resignation for Good Reason. As used herein, Employee may terminate employment for “Good Reason” shall mean the occurrence of any of the followingif, without ExecutiveEmployee’s express written prior consent, the Company: (i) a material reduction reduces Employee’s Base Salary (other than reductions permitted by Section 4(a) of Executive’s duties or responsibilitiesthe Agreement); Target Bonus and Target Stock Award; (ii) a material reduction in materially changes the ExecutiveEmployee’s Base Salary without the express written consent principal location of employment as of the Executive, other than an across-the-board reduction in compensation levels that applies to all senior executives generallyEffective Date of this Agreement; (iii) materially reduces Employee’s responsibilities as in effect on the relocation of Executive’s principal work location to a facility Effective Date or a location that is 50 miles from materially changes the current geographic location at which Executive provides servicesreporting relationship as in effect on the Effective Date; or (iv) commits a material breach by of the Company’s material obligations under this Agreement, including without limitation the compensation provisions thereof. Before terminating employment for Good Reason, Employee must within forty-five (45) days of the initial existence of the putative Good Reason condition specify in writing to the Company the nature of Sections 3 , 4 , 5 , 6 the act or 7 of this Agreement; provided, omission that no resignation for Employee deems to constitute Good Reason shall be effective unless and until (A) Executive has first provided the provide Company with written notice specifically identifying the acts or omissions constituting the grounds for “Good Reason” within thirty (30) days after Executive has or should reasonably be expected to have had knowledge of the occurrence thereof, (B) the Company has not cured such acts or omissions within thirty (30) days of its actual receipt of such notice, notice to correct the situation (and (C) the effective date of Executivethus prevent Employee’s termination for Good Reason). Employee’s termination for Good Reason occurs no must occur not later than ninety six (906) days months following the date on which such Good Reason condition initially arose. The parties specifically agree that the occurrence of a Change in Control shall not, by itself, constitute Good Reason, and that Good Reason shall exist after a Change in Control only upon the initial existence occurrence of one or more of the facts events described above. Furthermore, for the avoidance of doubt, in the event that a Change of Control occurs, neither (i) a change in RCN’s status as a publicly traded company, (ii) the Company’s operation as a subsidiary, (iii) a change in title or circumstances constituting position (so long as such change is not a reduced title or position) of the person or entity to whom Employee directly reports (Employee’s “Supervisor”), nor (iv) a change in the title or position (so long as such change is not a reduced title or position) of the person or entity to whom Employee’s Supervisor directly reports shall, in and of itself, constitute Good Reason. Failure to timely provide such written notice or to timely resign employment means that Executive will be deemed to have consented to and irrevocably waived the potential Good Reason event. If the Company does timely cure or remedy the Good Reason event, then Executive may either resign his or her employment without Good Reason or Executive may continue to remain employed subject to the terms of this Agreement. If Executive’s termination of employment is for “Good Reason” and is also a Separation from Service, then Company shall, subject to Section 8(f) and Section 8(i) below and Executive’s execution and non-revocation of a binding release in accordance with Section 8(h) below, have the same obligations as are set forth in Section 8(a) above under the circumstance when a termination without Cause is also a Separation from Service.

Resignation for Good Reason. As used herein, “The Executive may voluntarily terminate her employment hereunder for Good Reason” . For purposes of this Agreement, "Good Reason" shall mean mean: the occurrence assignment to the Executive of any duties materially and adversely inconsistent with the Executive's position and authority as contemplated by Section 3 hereof; any change or diminution of Executive's authority or reporting relationship or bypassing of the followingnormal chain of command, without Executive’s express written consent: (i) a material reduction including any conduct by persons associated with the Company which are intended to, or have the effect of, materially interfering with, or limiting, the ability of Executive’s duties the Executive to carry out her responsibilities, excluding for these purposes isolated and insubstantial actions not taken in bad faith and which are remedied by Parent or responsibilities; (ii) a material reduction in the Company promptly after receipt of notice thereof given by the Executive’s Base Salary without ; any material failure by Parent or the express written consent Company to comply with the compensation and benefits provisions of Section 4 hereof; the Executive, other than an across-the-board reduction in compensation levels that applies offices of Parent or the Company shall be moved to all senior executives generally; (iii) the relocation of Executive’s principal work location to a facility or a location that is more than 50 miles away from the current geographic location at which Executive provides servicesoffices of Parent and the Company; a Change in Control shall have occurred; or (iv) a any material breach of this Agreement by the Company of Sections 3 , 4 , 5 , 6 or 7 of this Agreement; provided, that Company. In no resignation event shall the Executive be considered to have terminated her employment for "Good Reason shall be effective Reason" unless and until (Ai) Executive has first provided Parent or the Company with receives written notice specifically from the Executive identifying in reasonable detail the acts or omissions constituting the grounds for “such "Good Reason” within thirty " and the provision of this Agreement relied upon by the Executive for such termination, and (30ii) days after Executive has or should reasonably be expected to have had knowledge of the occurrence thereof, (B) the Company has not cured such acts or omissions are not cured by Parent or the Company within thirty (30) 30 days of its actual the Company's receipt of such notice. As used in this section (d), and "Change in Control" means the occurrence of any one or more of the following: (A) any person (which may be individual, a corporation, a limited liability company, an association, a partnership, an estate, a trust or any other entity or organization) becomes the owner of 50% or more of the voting power of Parent's capital stock; or (B) a reorganization, merger, consolidation or similar transaction that will result in the transfer of ownership of more than 50% of voting power of Parent's capital stock or that will result in the issuance of new shares of Parent's capital stock with voting power equal to more than 50% of the amount of the voting power of Parent capital stock outstanding immediately prior to such issuance; or (C) the effective date liquidation or dissolution of Executive’s termination for Good Reason occurs no later than ninety (90) days after the initial existence Parent or sale of the facts or circumstances constituting Good Reason. Failure to timely provide such written notice or to timely resign employment means that Executive will be deemed to have consented to and irrevocably waived the potential Good Reason event. If the Company does timely cure or remedy the Good Reason event, then Executive may either resign his or her employment without Good Reason or Executive may continue to remain employed subject to the terms substantially all of this Agreement. If Executive’s termination of employment is for “Good Reason” and is also a Separation from Service, then Company shall, subject to Section 8(f) and Section 8(i) below and Executive’s execution and non-revocation of a binding release in accordance with Section 8(h) below, have the same obligations as are set forth in Section 8(a) above under the circumstance when a termination without Cause is also a Separation from ServiceParent's assets.

Resignation for Good Reason. As used herein, “(1) Executive may Resign for Good Reason” shall mean Reason upon the occurrence of any of the following, following conditions without Executive’s express prior written consent: : (iA) a material reduction change in Executive’s positions, authority and responsibilities relative to Executive’s positions, authority and responsibilities at the Effective Date; (B) a liquidation or dissolution of Company or the Bank, other than liquidations or dissolutions that are caused by reorganizations that do not affect the status of Executive’s duties or responsibilities; ; (iiC) a material reduction in the Executive’s Base Salary without the express written consent of the Executive, other than an across-the-board reduction in compensation levels that applies to all senior executives generally; Salary; (iiiD) the a relocation of Executive’s principal work location to a facility or a location that is 50 place of employment by more than thirty-five (35) miles from its location as of the current geographic location at which Executive provides servicesEffective Date; or or (ivE) a material breach by the Company of Sections 3 , 4 , 5 , 6 or 7 of this Agreement; provided, that no resignation Agreement by Company or the Bank. (2) Resignation for Good Reason shall be effective unless and until effected by delivering to the Bank, within twelve (A12) Executive has first provided months after the Company with occurrence of one of the conditions described above, a written notice specifically identifying the acts or omissions constituting the grounds specifying a date for “Good Reason” within termination of employment (a) which is not less than thirty (30) days after Executive has or should reasonably be expected to have had knowledge the date of the occurrence thereof, (B) the Company has not cured such acts or omissions within thirty (30) days of its actual receipt of such notice, and (Cb) the effective date of Executive’s termination for Good Reason occurs no later which is not more than ninety (90) days after the initial existence date of the notice. The notice shall also state that Executive is resigning for Good Reason as contemplated by this Section 7(f) and shall set forth in reasonable detail the facts and circumstances claimed to provide a basis for Resignation for Good Reason hereunder. If within the notice period, Company cures or corrects any circumstances constituting providing a basis for Resignation for Good Reason pursuant to Sections 7(f)(1)(A) or (E) only, Executive shall not be entitled to Resign for Good Reason. Failure to timely provide such written notice or to timely resign employment means that . (3) If Executive will be deemed to have consented to and irrevocably waived the potential Resigns for Good Reason event. If at any time after the Company does timely cure or remedy the date of this Agreement (other than a Resignation for Good Reason eventduring the Term after a Change of Control, which shall be governed by Section 8 below), then Executive may either resign his or her employment without shall continue to be paid the Base Salary that Executive is entitled to receive as of the date Executive is Resigns for Good Reason or Executive may continue through the expiration of the then current Term. Nothing in this Section shall affect Executive’s rights to remain employed subject receive any benefit which has been earned but not paid with respect to Executive’s performance prior to the terms date of such termination. In addition, the Bank shall continue Executive’s health and life insurance coverage at the Bank’s expense through the expiration of the then current Term. The payments described in this Section 7(f) will be due Executive regardless of any subsequent employment attained by Executive which is not in violation of this Agreement. If Executive’s termination of employment is for “Good Reason” and is also a Separation from Service, then Company shall, subject to Section 8(f) and Section 8(i) below and Executive’s execution and non-revocation of a binding release in accordance with Section 8(h) below, have the same obligations as are set forth in Section 8(a) above under the circumstance when a termination without Cause is also a Separation from Service.

Resignation for Good Reason. As used hereinIf, during the Term of this Agreement, Employee resigns from his employment with the Employer and its affiliates for Good Reason in accordance with the requirements of this Paragraph 10.C, then he shall become entitled to the Accrued Compensation. In addition, subject to Employee’s continuing compliance with the covenants contained in Paragraphs 7 and 8 of this Agreement and any other similar applicable restrictive covenants with Employer or an affiliate, and the execution by Employee of Release within the time period specified by Employer at the time of the Termination Date (which shall be no longer than 50 days after the Termination Date) and the expiration of any applicable revocation period with respect to the Release, then Employee shall become entitled to receive the same severance benefits set forth in Paragraph 10.B, subject to the same terms and conditions set forth therein. Employee agrees that before Employee resigns for Good Reason, Employee must give Employer 30 days’ advance written notice of the reason(s) therefor. For purposes of this Agreement, “Good Reason” shall mean constitutes the occurrence happening of any of the following, without Executivethe consent of Employee: 1. Material breach of any provision of this Agreement by Employer; 2. The assignment to Employee of duties inconsistent with Employee’s express written consent: position as Chief Financial Officer (iincluding his removal from the Executive Management Committee) or any other action by Employer which results in a material diminution in such position, authority, duties, or responsibilities, excluding an isolated, insubstantial action not taken in bad faith; 3. The material reduction of Employee’s Annual Salary or Bonus or any other action by Employer which results in a material reduction of ExecutiveEmployee’s duties or responsibilitiesannual compensation; (ii) or 4. Employer requiring Employee to be based in a material reduction in the Executive’s Base Salary without the express written consent of the Executive, city other than an across-the-board reduction in compensation levels that applies where Employee resides. Notwithstanding the foregoing or any provision to all senior executives generally; (iii) the relocation of Executive’s principal work location to a facility or a location that is 50 miles from the current geographic location at which Executive provides services; or (iv) a material breach by the Company of Sections 3 contrary, 4 , 5 , 6 or 7 of this Agreement; provided, that no resignation for Good Reason shall not be effective deemed to exist unless and until (A) Executive has first provided the Company with written notice specifically identifying the acts or omissions constituting the grounds for “Good Reason” within of termination on account thereof is given to Employer no later than thirty (30) days after Executive has the time at which the event or should reasonably be expected condition purportedly giving rise to Good Reason first occurs or arises; and, provided, that if there exists an event or condition that constitutes Good Reason, Employer shall have had knowledge of the occurrence thereof, (B) the Company has not cured such acts or omissions within thirty (30) days of its actual receipt from the date notice of such noticea termination is given to cure such event or condition and, and (C) the effective date of Executive’s termination for if Employer does so, such event or condition shall not constitute Good Reason occurs no later than ninety (90) days after the initial existence of the facts or circumstances constituting Good Reason. Failure to timely provide such written notice or to timely resign employment means that Executive will be deemed to have consented to and irrevocably waived the potential Good Reason event. If the Company does timely cure or remedy the Good Reason event, then Executive may either resign his or her employment without Good Reason or Executive may continue to remain employed subject to the terms for purposes of this Agreement. If Executive’s termination of employment is for “Good Reason” and is also a Separation from Service, then Company shall, subject to Section 8(f) and Section 8(i) below and Executive’s execution and non-revocation of a binding release in accordance with Section 8(h) below, have the same obligations as are set forth in Section 8(a) above under the circumstance when a termination without Cause is also a Separation from Service.

Resignation for Good Reason. As used Notwithstanding any other provisions contained herein, “Good Reason” shall mean the occurrence of Executive may resign her position for good reason if any one of the followingfollowing events occurs, without Executive’s express written consent: (i) a material reduction of diminution in the Executive’s duties responsibilities, authority or responsibilitiesduties; (ii) a material reduction in the Executive’s then current Base Salary without the express written consent of the Executivegreater than ten percent (10%), other than an across-the-board salary reduction in compensation levels or series of reductions that applies to are based on the Company’s financial performance and similarly affect all senior executives generallyor substantially all executive officers of the Company and do not exceed fifteen percent (15%) of Executive’s initial Base Salary; (iii) the relocation of Executive’s principal primary place of business and work location to a facility or a location that is farther than 50 miles from the current geographic Executive’s primary place of business and work location at which Executive provides servicesthe commencement of this Agreement; or (iv) any action or inaction by the Company constituting a material breach by the Company of Sections 3 , 4 , 5 , 6 or 7 of this Agreement; provided, however, that no resignation for with respect to either of the foregoing clauses (i) – (iv) (collectively the “Good Reason shall be effective unless and until Conditions”), Executive has (A) Executive has first provided written notice to the Company with written of the existence of the Good Reason Condition(s) within ninety (90) days of the Good Reason Condition(s) first occurring, (B) the Company has failed to cure the Good Reason Condition(s) specified in such notice specifically identifying despite having been given thirty (30) days after receipt of such notice to cure such Good Reason Condition(s) (the acts or omissions constituting the grounds for “Good Reason” Cure Period”), and (C) Executive terminates her employment within thirty (30) days after Executive has or should reasonably be expected to have had knowledge the end of the occurrence thereof, (B) the Company has not cured such acts or omissions within thirty (30) days of its actual receipt of such notice, and (C) the effective date of Executive’s termination for Good Reason occurs no later than ninety (90) days after the initial existence of the facts or circumstances constituting Good Reason. Failure to timely provide such written notice or to timely resign employment means that Executive will be deemed to have consented to and irrevocably waived the potential Good Reason eventCure Period. If the Company does timely cure or remedy cures the Good Reason eventCondition(s) during the Cure Period, then Executive may either resign his or her employment without Good Reason or Executive may continue shall be deemed not to remain employed subject have occurred (termination pursuant to the terms of this Agreement. If Executive’s termination of employment is Section 7(e) being referred to herein as “Resignation for “Good Reason” and is also a Separation from Service, then Company shall, subject to Section 8(f) and Section 8(i) below and Executive’s execution and non-revocation of a binding release in accordance with Section 8(h) below, have the same obligations as are set forth in Section 8(a) above under the circumstance when a termination without Cause is also a Separation from Service”).

Resignation for Good Reason. As used herein, “Good Reason” shall mean the occurrence of any of the following, without Executive’s express written consent: (i) a material reduction of Executive’s duties or responsibilities; (ii) a material reduction in the Executive’s Base Salary without the express written consent of the Executive, other than an across-the-board reduction in compensation levels that applies to all senior executives generally; (iii) the relocation of Executive’s principal work location to a facility or a location that is 50 miles You may resign your employment from the current geographic location at which Executive provides services; or (iv) a material breach by the Company of Sections 3 , 4 , 5 , 6 or 7 of this Agreement; provided, that no resignation for Good Reason shall be effective unless and until (A) Executive has first provided the Company with written notice specifically identifying the acts or omissions constituting the grounds for “Good Reason” subject to the terms and conditions set forth below. Your resignation for Good Reason will only be effective if the Company has not cured or remedied the Good Reason event within thirty (30) days after Executive has or should reasonably be expected to have had knowledge of the occurrence thereof, (B) the Company has not cured such acts or omissions within thirty (30) days of its actual receipt of your written notice (such notice, notice shall describe in detail the basis and (C) the effective date underlying facts supporting your belief that a Good Reason event has occurred). Such notice of Executive’s termination your intention to resign for Good Reason occurs no later than ninety must be provided to the Company within forty-five (9045) days after following the initial existence of the facts or circumstances constituting a Good ReasonReason event. Failure to timely provide such written notice to the Company or failure to timely resign your employment for Good Reason means that Executive you will be deemed to have consented to and irrevocably waived the potential Good Reason event. If the Company does timely cure or remedy the Good Reason event, then Executive you may either resign his or her your employment without Good Reason or Executive you may continue to remain employed subject to the terms of this Agreement. (i) You have incurred a material diminution in your responsibilities, duties or authority; (ii) You have incurred a material diminution in your Base Salary; (iii) The Company has materially breached a material term of this Agreement; or (iv) The Company’s common stock is de-listed from trading on a Nasdaq stock market during the first year of your employment. The foregoing Good Reason provisions in this Section 11(f) are intended to (and shall be interpreted to) comply with the Good Reason safe harbor afforded by Treasury Regulation Section 1.409A-1(n)(2)(ii). If Executive’s termination of you resign your employment is for “Good Reason” , then in addition to your Accrued Pay, you will be eligible to receive payments equal in the aggregate to six (6) months of your then Base Salary. The payments shall be paid to you in cash, in substantially equal monthly installments payable over the twelve (12) month period following your Termination Date, provided, however, the first payment (in an amount equal to two (2) months of such severance payments) shall be made on the sixtieth (60th) day following the Termination Date. As a condition to receiving (and is also continuing to receive) the payments provided in this Section 11(f) you must: (1) within not later than forty-five (45) days after your Termination Date, execute (and not revoke) and deliver to the Company a Separation from Service, then Agreement in a form prescribed by the Company shall, subject and such Separation Agreement shall include without limitation a release of all claims against the Company and its affiliates along with a covenant not to Section 8(fxxx and (2) and Section 8(i) below and Executive’s execution and non-revocation of a binding release remain in accordance full compliance with Section 8(h) below, have the same obligations as are set forth in Section 8(a) above under the circumstance when a termination without Cause is also a such Separation from ServiceAgreement.

Resignation for Good Reason. As used herein(a) If a Good Reason condition described in (b) below comes into existence during the Change in Control Period, “and the notice and opportunity to cure time period requirements therein are satisfied, Key Employee may resign from the Company for Good Reason” , in which event Key Employee shall mean be entitled to receive the occurrence of any of the following, without Executive’s express written consent: severance benefits specified in Paragraph 6 below. (ib) a material reduction of Executive’s duties or responsibilities; (ii) a material reduction in the Executive’s Base Salary without the express written consent of the Executive, other than an across-the-board reduction in compensation levels that applies to all senior executives generally; (iii) the relocation of Executive’s principal work location to a facility or a location that is 50 miles from the current geographic location at which Executive provides services; or (iv) a material breach by the Company of Sections 3 , 4 , 5 , 6 or 7 For purposes of this Agreement; , Key Employee shall have "Good Reason" to resign if the Company, without Key Employee's prior written consent, shall have changed in any material respect the authority, duties, compensation, benefits or other terms or conditions of Key Employee's employment (including requiring Key Employee to perform a substantial portion of duties at a location outside a twenty-five mile radius of the location where the Key Employee worked immediately before the Change in Control of the Company) in a manner which is materially adverse to Key Employee, provided, however, that no resignation in order to resign hereunder for Good Reason shall be effective unless and until (A) Executive has the Key Employee must first have provided the Company with written notice specifically identifying the acts or omissions constituting the grounds for “Good Reason” within thirty (30) days after Executive has or should reasonably be expected to have had knowledge of the occurrence thereof, (B) existence of the Company has not cured such acts or omissions Good Reason condition within thirty (30) 90 days of its actual receipt initial existence, the Company must thereafter fail to remedy the condition within 30 days of such noticereceiving notice of its existence, and (C) the effective date resignation must occur on or before the later of Executive’s termination for Good Reason occurs no later than ninety (90) days the last day of the Change in Control Period or the 30th day after the initial existence end of the facts or circumstances constituting Good Reasonrequired 30 day remedy period. Failure to timely provide such written notice or to timely resign employment means that Executive will It shall not be deemed to have consented to and irrevocably waived be a material change in authority or duties if Key Employee is assigned a different title, position or reporting authority after the potential Good Reason event. If Change in Control of the Company does timely cure so long as Key Employee continues to perform duties which, in aggregate, are similar to some or remedy all of the Good Reason event, then Executive may either resign his or her employment without Good Reason or Executive may continue to remain employed subject to duties performed by Key Employee immediately before the terms Change in Control of this Agreement. If Executive’s termination of employment is for “Good Reason” and is also a Separation from Service, then Company shall, subject to Section 8(f) and Section 8(i) below and Executive’s execution and non-revocation of a binding release in accordance with Section 8(h) below, have the same obligations as are set forth in Section 8(a) above under the circumstance when a termination without Cause is also a Separation from ServiceCompany.

Resignation for Good Reason. As used hereinIf, during the Term of this Agreement, Employee resigns from his employment with the Employer and its affiliates for Good Reason in accordance with the requirements of this Paragraph 10.C, then he shall become entitled to the Accrued Compensation. In addition, subject to Employee’s continuing compliance with the covenants contained in Paragraphs 7 and 8 of this Agreement and any other similar applicable restrictive covenants with Employer or an affiliate, and the execution by Employee of Release within the time period specified by Employer at the time of the Termination Date (which shall be no longer than 50 days after the Termination Date) and the expiration of any applicable revocation period with respect to the Release, then Employee shall become entitled to receive the same severance benefits set forth in Paragraph 10.B, subject to the same terms and conditions set forth therein. Employee agrees that before Employee resigns for Good Reason, Employee must give Employer 30 days’ advance written notice of the reason(s) therefor. For purposes of this Agreement, “Good Reason” shall mean constitutes the occurrence happening of any of the following, without Executivethe consent of Employee: 1. Material breach of any provision of this Agreement by Employer; 2. The assignment to Employee of duties inconsistent with Employee’s express written consent: position as Senior Vice President & General Manager, Trauma & Deformity Correction (iincluding his removal from the Executive Management Committee) or any other action by Employer which results in a material diminution in such position, authority, duties, or responsibilities, excluding an isolated, insubstantial action not taken in bad faith; 3. The material reduction of Employee’s Annual Salary or Bonus or any other action by Employer which results in a material reduction of ExecutiveEmployee’s duties or responsibilitiesannual compensation; (ii) or 4. Employer requiring Employee to be based in a material reduction in the Executive’s Base Salary without the express written consent of the Executive, city other than an across-the-board reduction in compensation levels that applies where Employee resides. Notwithstanding the foregoing or any provision to all senior executives generally; (iii) the relocation of Executive’s principal work location to a facility or a location that is 50 miles from the current geographic location at which Executive provides services; or (iv) a material breach by the Company of Sections 3 contrary, 4 , 5 , 6 or 7 of this Agreement; provided, that no resignation for Good Reason shall not be effective deemed to exist unless and until (A) Executive has first provided the Company with written notice specifically identifying the acts or omissions constituting the grounds for “Good Reason” within of termination on account thereof is given to Employer no later than thirty (30) days after Executive has the time at which the event or should reasonably be expected condition purportedly giving rise to Good Reason first occurs or arises; and, provided, that if there exists an event or condition that constitutes Good Reason, Employer shall have had knowledge of the occurrence thereof, (B) the Company has not cured such acts or omissions within thirty (30) days of its actual receipt from the date notice of such noticea termination is given to cure such event or condition and, and (C) the effective date of Executive’s termination for if Employer does so, such event or condition shall not constitute Good Reason occurs no later than ninety (90) days after the initial existence of the facts or circumstances constituting Good Reason. Failure to timely provide such written notice or to timely resign employment means that Executive will be deemed to have consented to and irrevocably waived the potential Good Reason event. If the Company does timely cure or remedy the Good Reason event, then Executive may either resign his or her employment without Good Reason or Executive may continue to remain employed subject to the terms for purposes of this Agreement. If Executive’s termination of employment is for “Good Reason” and is also a Separation from Service, then Company shall, subject to Section 8(f) and Section 8(i) below and Executive’s execution and non-revocation of a binding release in accordance with Section 8(h) below, have the same obligations as are set forth in Section 8(a) above under the circumstance when a termination without Cause is also a Separation from Service.

Resignation for Good Reason. As used hereinFor purposes of this Agreement, resignation by Executive for “Good Reason” shall mean resignation only for the occurrence of any of following events that occurs without the following, without Executive’s express written consent: (ia) a material reduction of the Company materially reduces Executive’s base salary, (b) the assignment to the Executive of any duties which diminish in any material respect the Executive’s position with the Company (including status, offices, titles and reporting requirements), authority, duties or responsibilities; , (iic) a any material reduction in failure by the Executive’s Base Salary without Company to comply with any of the express provisions of any employment agreement between Executive and the Company, which is not remedied within 30 days after written consent of notice thereof from the Executive, other than an across-the-board reduction (d) if Executive is not based in compensation levels that applies Alliance’s Resource Center in Southern California, and the Company requires Executive to all senior executives generally; (iii) materially change the relocation location of Executive’s principal work location office to a facility or a location that more than sixty (60) miles from Executive’s then-current residence, (e) if Executive’s principal office is 50 located in Alliance’s Resource Center in Southern California, and the Company moves Alliance’s Resource Center more than sixty (60) miles from the current geographic location at which Executive provides services; then present office location, or (ivf) following the Effective Date, (i) the Company or any of its affiliates completes a material breach by new transaction (a “Transaction”) which results in the legal, beneficial or equitable ownership transfer of at least a majority of the aggregate of all voting equity interests of the Company, (ii) during the thirty (30) day period immediately following the six month anniversary of such Transaction, Executive delivers written notice to the Company of Sections 3 , 4 , 5 , 6 or 7 of this Agreement; provided, that no Executive’s intent to resign and (iii) such resignation for Good Reason shall be is effective unless and until (A) Executive has first provided the Company with written notice specifically identifying the acts or omissions constituting the grounds for “Good Reason” within thirty (30) days after the date such notice is delivered to the Company. The Company and Executive has or should reasonably be expected further agree that for a resignation to have had knowledge constitute a resignation by Executive for “Good Reason” under any of the occurrence thereofsubsection (a) through (e), (Bi) Executive must provide written notice to the Company has not cured such acts or omissions of Executive’s intent to resign within thirty (30) days of its actual receipt one of such noticethe triggering events outlined in this Section 5, and (Cii) the effective date Company must fail to cure the condition giving rise to Good Reason within thirty (30) days following its receipt of Executive’s termination for Good Reason occurs no later than ninety notice and (90iii) Executive’s resignation must be effective within thirty (30) days after following the initial existence Company’s failure to cure. For purposes of clarity the purchase by Fujian Thai Hot Investment Co., Ltd. of more than a majority of the facts or circumstances constituting Good Reason. Failure to timely provide such written notice or to timely resign employment means that Executive will be deemed to have consented to Company’s common stock from funds managed by Oaktree Capital Management, L.P. and irrevocably waived the potential Good Reason event. If the Company does timely cure or remedy the Good Reason eventMTS Health Investors, then Executive may either resign his or her employment without Good Reason or Executive may continue to remain employed subject to the terms of this Agreement. If Executive’s termination of employment is for “Good Reason” LLC, and is also Xxxxx X. Xxxxxxxx shall not constitute a Separation from Service, then Company shall, subject to Section 8(f) and Section 8(i) below and Executive’s execution and non-revocation of a binding release in accordance with Section 8(h) below, have the same obligations as are set forth in Section 8(a) above under the circumstance when a termination without Cause is also a Separation from ServiceTransaction.”

Resignation for Good Reason. As used herein, “The Executive may voluntarily terminate his employment hereunder for Good Reason” . For purposes of this Agreement, "Good Reason" shall mean mean: the occurrence assignment to the Executive of any duties materially and adversely inconsistent with the Executive's position and authority as contemplated by Section 3 hereof; any change or diminution of Executive's authority or reporting relationship as stated in Section 3.a. above or bypassing of the followingnormal chain of command, without Executive’s express written consent: (i) a material reduction including any conduct by persons associated with the Company in any manner which could be intended to, or have the effect of, interfering with, or limiting, the ability of Executive’s duties the Executive to carry out his responsibilities, excluding for these purposes isolated and insubstantial actions not taken in bad faith and which are remedied by Parent or responsibilities; (ii) a material reduction in the Company promptly after receipt of notice thereof given by the Executive’s Base Salary without ; any requirement that the express written consent of the Executive, Executive report to any person or entity other than an across-the-board reduction as contemplated in Section 3(a) hereof; any material failure by Parent or the Company to comply with the compensation levels that applies and benefits provisions of Section 4 hereof; the offices of Parent or the Company shall be moved to all senior executives generally; (iii) the relocation of Executive’s principal work location to a facility or a location that is more than 50 miles away from the current geographic location at which Executive provides servicesoffices of Parent and the Company; a Change in Control shall have occurred; or (iv) a any material breach of this Agreement by the Company of Sections 3 , 4 , 5 , 6 or 7 of this Agreement; provided, that Company. In no resignation event shall the Executive be considered to have terminated his employment for "Good Reason shall be effective Reason" unless and until (Ai) Executive has first provided Parent or the Company with receives written notice specifically from the Executive identifying in reasonable detail the acts or omissions constituting the grounds for “such "Good Reason” within thirty " and the provision of this Agreement relied upon by the Executive for such termination, and (30ii) days after Executive has or should reasonably be expected to have had knowledge of the occurrence thereof, (B) the Company has not cured such acts or omissions are not cured by Parent or the Company within thirty (30) 30 days of its actual the Company's receipt of such notice. As used in this section (d), and "Change in Control" means the occurrence of any one or more of the following: (A) any person (which may be individual, a corporation, a limited liability company, an association, a partnership, an estate, a trust or any other entity or organization) becomes the owner of 50% or more of the voting power of Parent's capital stock; or (B) individuals who, as of the Effective Date, constitute the Board of Directors of Parent (the "Continuing Directors") cease for any reason to constitute at least a majority of such Board; provided, however, that any individual becoming a director after the Effective Date whose election or nomination for election by Parent's stockholders, was approved by a vote of at least a majority of the Continuing Directors will be considered as though such individual were a Continuing Director, but excluding for this purpose any such individual whose initial assumption of office occurs as a result of either an actual or threatened election contest (as such terms are used in Rule 14a-11 of Regulation 14A promulgated under the Securities Exchange Act of 1934) or other actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the Board or (C) a reorganization, merger, consolidation or similar transaction that will result in the effective date transfer of Executive’s termination for Good Reason occurs no later ownership of more than ninety (90) days after 50% of voting power of Parent's capital stock or that will result in the initial existence issuance of new shares of Parent's capital stock with voting power equal to more than 50% of the facts amount of the voting power of Parent capital stock outstanding immediately prior to such issuance; or circumstances constituting Good Reason. Failure to timely provide such written notice (D) liquidation or to timely resign employment means that Executive will be deemed to have consented to and irrevocably waived the potential Good Reason event. If the Company does timely cure dissolution of Parent or remedy the Good Reason event, then Executive may either resign his or her employment without Good Reason or Executive may continue to remain employed subject to the terms sale of this Agreement. If Executive’s termination substantially all of employment is for “Good Reason” and is also a Separation from Service, then Company shall, subject to Section 8(f) and Section 8(i) below and Executive’s execution and non-revocation of a binding release in accordance with Section 8(h) below, have the same obligations as are set forth in Section 8(a) above under the circumstance when a termination without Cause is also a Separation from ServiceParent's assets.

Resignation for Good Reason. As used hereinThe Executive may terminate his employment by the Company for Good Reason (as defined below) by providing written notice thereof to the Company (the “Resignation Notice”) at least 45 days prior to the effective date of the resignation, which notice shall set forth in reasonable detail the nature of the facts and circumstances which constitute Good Reason and the Company shall have 30 days after receipt of the Resignation Notice to cure in all material respects the facts and circumstances which constitute Good Reason. For purposes of this Agreement, “Good Reason” shall mean the occurrence occurrence, during the Employment Term, of any of the followingfollowing actions or failures to act, without but in each case only if it is not consented to by the Executive in writing: (a) a material adverse change in the Executive’s express written consent: duties, reporting responsibilities, titles or elected or appointed offices as in effect immediately prior to the effective date of such change; (ib) a material reduction of Executive’s duties or responsibilities; (ii) a material reduction by the Company in the Executive’s Base Annual Salary without or annual bonus opportunity in effect immediately prior to the express written consent effective date of such reduction, not including any reduction resulting from changes in the market value of securities or other instruments paid or payable to the Executive, other than an across-the-board reduction in compensation levels that applies to all senior executives generally; (iii) the relocation of Executive’s principal work location to a facility or a location that is 50 miles from the current geographic location at which Executive provides services; or (ivc) a material breach by any change of more than 50 miles in the Company location of Sections 3 , 4 , 5 , 6 or 7 the principal place of employment of the Executive immediately prior to the effective date of such change. For purposes of this Agreement; provideddefinition, that no resignation for Good Reason none of the actions described in clauses (a) and (b) above shall be effective unless and until (A) Executive has first provided the Company with written notice specifically identifying the acts or omissions constituting the grounds for constitute “Good Reason” with respect to the Executive if it was an isolated and inadvertent action not taken in bad faith by the Company and if it is remedied by the Company within thirty (30) 30 days after receipt of written notice thereof given by the Executive has or should reasonably be expected to have had knowledge (or, if the matter is not capable of the occurrence thereofremedy within 30 days, (B) then within a reasonable period of time following such 30-day period, provided that the Company has not cured commenced such acts or omissions remedy within thirty (said 30) days of its actual receipt of such notice, and (C) the effective date of Executive’s termination for Good Reason occurs no later than ninety (90) days after the initial existence of the facts or circumstances constituting Good Reason. Failure to timely provide such written notice or to timely resign employment means -day period); provided that Executive will be deemed to have consented to and irrevocably waived the potential Good Reason event. If the Company does timely cure or remedy the Good Reason event, then Executive may either resign his or her employment without Good Reason or Executive may continue to remain employed subject to the terms of this Agreement. If Executive’s termination of employment is for “Good Reason” and is also a Separation from Service, then Company shall, subject shall cease to Section 8(fexist for any action described in clauses (a) and Section 8(i(b) below and above on the 60th day following the later of the occurrence of such action or the Executive’s execution and non-revocation of a binding release in accordance with Section 8(h) belowknowledge thereof, have unless the same obligations as are set forth in Section 8(a) above under Executive has given the circumstance when a termination without Cause is also a Separation from ServiceCompany written notice thereof prior to such date.

Resignation for Good Reason. As used herein, “Good Reason” shall mean (1) Executive may resign for good reason upon the occurrence of any of the following, without following conditions: (a) Without Executive’s express written consent: , Bankshares requires Executive to render services other than as chief executive officer of the parent company and its principal operating subsidiary; (ib) a material A reduction by Bankshares of Executive’s duties or responsibilities; (ii) a material reduction in the Executive’s Base Salary without the express written consent of the Executive, other than an across-the-board or a reduction in compensation levels that applies to all senior executives generally; (iii) the relocation by Bankshares of Executive’s principal work location to a facility annual incentive bonus opportunities under Section 5 above or his stock option rights under Section 6 above; (c) Any material breach of this Agreement by Bankshares; or (d) A Change of Control. The Executive’s continued employment shall not constitute consent to, or a location that is 50 miles from the current geographic location at which Executive provides services; waiver of rights, with respect to, any act or failure to act constituting good reason. (iv2) a material breach by the Company of Sections 3 , 4 , 5 , 6 or 7 of this Agreement; provided, that no resignation Resignation for Good Reason good reason shall be effective unless and until effected by delivering to Bankshares, within twelve (A12) Executive has first provided months after the Company with occurrence of one of the conditions described above, a written notice specifically identifying the acts or omissions constituting the grounds specifying a date for “Good Reason” within termination of employment which is not less than thirty (30) days after Executive has or should reasonably be expected to have had knowledge the date of the occurrence thereof, (B) the Company has not cured such acts notice or omissions within thirty (30) days of its actual receipt of such notice, and (C) the effective date of Executive’s termination for Good Reason occurs no later more than ninety (90) days after the initial existence date of the facts or circumstances constituting Good Reasonnotice. Failure to timely provide such written The notice or to timely resign employment means shall also state that Executive will be deemed is resigning for good reason as contemplated by this Section 9(f) and shall set forth in reasonable detail the facts and circumstances claimed to have consented to and irrevocably waived the potential Good Reason eventprovide a basis for resignation for good reason hereunder. If within the Company does timely cure notice period, Bankshares cures or remedy corrects any circumstances providing a basis for resignation for good reason, Executive shall not be entitled to resign for good reason. (3) If Executive resigns for good reason at any time after the Good Reason eventdate of this Agreement (other than a resignation for good reason within twelve (12) months after a Change of Control), then Executive may either resign his or her employment without Good Reason or Executive may shall continue to remain employed subject be paid, during the remainder of the Term that follows such resignation, the Base Salary that Executive is entitled to receive as of the date of the notice announcing Executive’s resignation, and Executive shall be entitled to Health Continuation Coverage; provided that nothing in this Section 9(f) shall affect Executive’s rights to receive any benefit which has been earned but not paid with respect to Executive’s performance prior to the terms date of termination. The salary and benefits described in this Section 9(f) shall be due Executive regardless of any subsequent employment attained by Executive which is not in violation of this Agreement. If Executive’s termination of employment is for “Good Reason” and is also a Separation from Service, then Company shall, subject to Section 8(f) and Section 8(i) below and Executive’s execution and non-revocation of a binding release in accordance with Section 8(h) below, have the same obligations as are set forth in Section 8(a) above under the circumstance when a termination without Cause is also a Separation from Service.

Resignation for Good Reason. As used hereinExecutive may resign from employment for GOOD REASON, “Good Reason” which shall mean the occurrence of any of the following, following without Executive’s express written consent: : (i) a material reduction Relocation of Executive’s duties or responsibilities; (ii) a material reduction in the Executive’s Base Salary without the express written consent of the Executive, other primary office location more than an across-the-board reduction in compensation levels that applies to all senior executives generally; (iii) the relocation of Executive’s principal work location to a facility or a location that is 50 miles from the current geographic location at which Executive provides services; location, as set forth in Section 4; (ii) Any change in or the Company’s refusal to comply with the provisions of Section 3; (iii) Any diminution in Executive’s title, or material diminution in his compensation or duties; (iv) a material breach Material failure by the Company to keep any promise or make any payment provided herein; (v) Change in Control as defined in Section 8 below; (vi) Any transfer to any subsidiary or affiliate or other change that removes Executive from the position of Sections 3 Chief Executive and President of the Company; (vii) Failure by the Company to continue, 4 or continue Executive’s participation in, 5 any compensation plan in which Executive participates or is entitled to participate such that Executive’s total compensation is reduced by more than five percent (5%); or (viii) Failure by the Company to continue, 6 or 7 of this Agreement; providedcontinue Executive’s participation in, any benefit plan in which Executive participates unless an equivalent substitute is adopted or made available on a basis not less favorable to Executive and Executive’s spouse. However, an event that no resignation for is or would constitute Good Reason shall cease to be effective unless and until Good Reason if: (Ai) Executive has first provided does not provide the Company with written notice specifically identifying of Executive’s intent to terminate Executive’s employment due to an event that would constitute Good Reason within the acts earlier of 30 days after the occurrence of such event or omissions constituting the grounds for “Good Reason” within thirty (30) 30 days after Executive has is officially notified or should reasonably be expected it is officially announced that the Company will take any actions that would constitute Good Reason to have had knowledge of the occurrence thereofresign, (Bii) the Company has not cured reverses the action or cures the default that constitutes Good Reason within 30 days after receiving such acts or omissions within thirty (30) days of its actual receipt of such written notice, (iii) Executive does not terminate employment within 60 days after the event occurs, (iv) Executive is a primary instigator of the Good Reason event other than a Change in Control and the circumstances make it inappropriate for Executive to receive benefits under this Agreement (Ce.g., Executive initiates a relocation of the Company’s headquarters); or (v) the effective date of Executive’s termination Company in good faith temporarily suspends Executive for no more than 30 days (with full pay) to investigate any suspected wrongdoing that, if substantiated, would give the Company reason to terminate Executive for Cause. If Executive resigns from employment for Good Reason occurs no later than ninety as defined in this Section 6(e), Executive shall only receive the severance benefits set forth in subclauses (901) days after through (6) of Section 6(a)(iii) if Executive satisfies the initial existence of the facts or circumstances constituting Good Reason. Failure to timely provide such written notice or to timely resign employment means that Executive will be deemed to have consented to Separation Conditions and irrevocably waived the potential Good Reason event. If the Company does timely cure or remedy the Good Reason event, then Executive may either resign his or her employment without Good Reason or Executive may continue to remain employed subject to the terms of this Agreement. If Executive’s termination of employment is for “Good Reason” and is also a Separation from Service, then Company shall, subject to Section 8(f) and Section 8(i) below and Executive’s execution and non-revocation of a binding release in accordance with Section 8(h) below, have the same any other obligations as are set forth in Section 8(a6(d) above under the circumstance when a termination without Cause is also a Separation from Serviceabove.

Resignation for Good Reason. As used herein(i) The Executive shall have the right to terminate his employment hereunder at any time for Good Reason (as defined below). Upon such termination, the Executive shall, in addition to the Accrued Termination Obligations, have the right to receive from the Company the same Severance Payments and benefits that he would have been entitled to receive had the Executive been terminated by the Company in accordance with Section 7(d) above, payable as provided in Section 7(d) above (including the provisions of Section 7(d) relating to the requirement of a Release). Notwithstanding the foregoing, if the Executive terminates his employment hereunder due to the Company’s relocation of the Executive’s principal place of employment to Houston, Texas, the Executive shall be entitled to receive the greater of (A) $2,100,000 less all amounts paid to the Executive pursuant to Sections 5(a) and 5(f) of this Agreement through the date of termination, or (B) the sum of (i) the Base Salary at the rate in effect on the date of termination, and (ii) solely if such termination occurs prior to the first anniversary of the date of this Agreement, an additional $300,000, which aggregate amount shall be in lieu of the Severance Obligations payable pursuant to Section 7(d) above, and shall be payable over twelve (12) months in accordance with the Payroll Policies if the Executive has timely signed and delivered to the Company, by the deadline established by the Company, a Release, which has by that time become irrevocable. In such event, the Executive shall also be able to receive the COBRA Coverage benefits as described in Section 7(d), subject to the terms thereof. (ii) The Executive shall have “Good Reason” shall mean the occurrence for termination of his employment hereunder if any of the following, following has occurred without the Executive’s express prior written consent: ; provided that the Executive shall not be deemed to have Good Reason unless (i) a material reduction of Executive’s duties or responsibilities; (ii) a material reduction in the Executive’s Base Salary without the express written consent notice of the Executive, other than an across-the-board reduction in compensation levels that applies event or condition purportedly giving rise to all senior executives generally; (iii) the relocation of Executive’s principal work location to a facility or a location that Good Reason is 50 miles from the current geographic location at which Executive provides services; or (iv) a material breach given by the Company of Sections 3 , 4 , 5 , 6 or 7 of this Agreement; provided, that no resignation for Good Reason shall be effective unless and until (A) Executive has first provided the Company with written notice specifically identifying the acts or omissions constituting the grounds for “Good Reason” within thirty (30) days after Executive has or should reasonably be expected to have had knowledge of the occurrence thereof, (B) the Company has not cured such acts or omissions within thirty (30) days of its actual receipt of such notice, and (C) the effective date of Executive’s termination for Good Reason occurs in writing no later than ninety (90) days after the initial existence time at which the event or condition purportedly giving rise to Good Reason first occurs or arises, (ii) there does not exist an event or condition which could serve as the basis of a termination of the facts or circumstances constituting Good Reason. Failure to timely provide such Executive’s employment for Cause, (iii) the Company has had thirty (30) days from the date written notice of such termination is given (the “Cure Period”) to cure such event or condition and has not done so and (iv) the Executive resigns no later than ninety (90) days following expiration of the Cure Period: (A) a material diminution in Executive’s duties or authority; (B) any reduction in the Base Salary, material perquisites (including vacation allowance) or the overall level of other benefits aside from (A) general changes made to timely resign employment means that Executive will be deemed benefit plans available to have consented to and irrevocably waived the potential Good Reason event. If employees or senior management of the Company does timely cure for which the Executive is eligible or remedy for any reductions required by law, and (B) any such reduction which is materially commensurate with any such reduction borne by the Good Reason eventChief Executive Officer of the Company; (C) if, then Executive may either resign his or her in respect of any fiscal year commencing after December 31, 2015, Executive’s total target compensation package (including annual base salary, cash bonus at target levels and grant date fair value of long-term equity awards) is less than $1,250,000; (D) relocation of the Executive’s principal place of employment without Good Reason or Executive may continue to remain employed subject to more than twenty-five (25) miles from its location as of the terms date of this Agreement; or (E) a material breach by the Company of this Agreement. If Executive’s termination of employment is for Notwithstanding the foregoing, the Executive shall not have “Good Reason” to terminate his employment if, after full reasonable disclosure by the Company of the relevant applicable facts and is also circumstances, he has consented in writing to any event set forth above. For the avoidance of doubt, a Separation from Servicedisagreement between the Executive and the Board with respect to the policies and strategies adopted or approved by the Board with respect to the Company’s business and affairs, then Company shall, subject to Section 8(f) and Section 8(i) below and Executive’s execution and non-revocation of a binding release in accordance with Section 8(h) below, have the same obligations as are including without limitation matters set forth in Section 8(a) above under any annual operating budget or strategic plan approved by the circumstance when a termination without Cause is also a Separation from ServiceBoard, shall not constitute “Good Reason” for purposes of this Agreement.

Resignation for Good Reason. As used herein(i) The Executive shall have the right to terminate his employment hereunder at any time for Good Reason (as defined below). Upon such termination, the Executive shall, in addition to the Accrued Termination Obligations, have the right to receive from the Company the same Severance Payments and benefits that he would have been entitled to receive had the Executive been terminated by the Company in accordance with Section 7(d) above, payable as provided in Section 7(d) above (including the provisions of Section 7(d) relating to the requirement of a Release). (ii) The Executive shall have “Good Reason” shall mean the occurrence for termination of his employment hereunder if any of the following, following has occurred without Executive’s express written consent: (i) a material reduction of Executive’s duties or responsibilities; (ii) a material reduction in the Executive’s Base Salary without prior written consent; provided that the express written consent of the Executive, other than an across-the-board reduction in compensation levels that applies Executive shall not be deemed to all senior executives generally; (iii) the relocation of Executive’s principal work location to a facility or a location that is 50 miles from the current geographic location at which Executive provides services; or (iv) a material breach by the Company of Sections 3 , 4 , 5 , 6 or 7 of this Agreement; provided, that no resignation for have Good Reason shall be effective unless and until (A) Executive has first provided the Company with written notice specifically identifying the acts or omissions constituting the grounds for “Good Reason” within thirty (30) days after Executive has or should reasonably be expected to have had knowledge of the occurrence thereof, (B) the Company has not cured such acts event or omissions within thirty (30) days of its actual receipt of such notice, and (C) the effective date of Executive’s termination for condition purportedly giving rise to Good Reason occurs is given in writing no later than ninety (90) days after the initial existence time at which the event or condition purportedly giving rise to Good Reason first occurs or arises, (B) there does not exist an event or condition which could serve as the basis of a termination of the facts or circumstances constituting Good Reason. Failure to timely provide such Executive’s employment for Cause, (C) the Company has had thirty (30) days from the date written notice of such termination is given (the “Cure Period”) to cure such event or condition and has not done so and (D) the Executive resigns no later than ninety (90) days following expiration of the Cure Period: (1) a material diminution in the Executive’s duties or authority; (2) any material reduction in the Base Salary, material perquisites (including vacation allowance) or the overall level of other benefits (other than as a result of changes to timely resign employment means that Executive will be deemed benefit plans generally made available to have consented to and irrevocably waived the potential Good Reason event. If employees and/or senior management of the Company does timely cure in which the Executive participates or remedy for any reductions required by law), other than any such reduction which is materially commensurate with any such reduction borne by the Good Reason event, then Executive may either resign his or her Chief Operating Officer of the Company; (3) relocation of the Executive’s principal place of employment without Good Reason or Executive may continue to remain employed subject to more than fifty (50) miles from its location as of the terms date of this Agreement. If Executive’s termination of employment is for “Good Reason” and is also a Separation from Service, then Company shall, subject to Section 8(f) and Section 8(i) below and Executive’s execution and non-revocation of a binding release in accordance with Section 8(h) below, have the same obligations as are set forth in Section 8(a) above under the circumstance when a termination without Cause is also a Separation from Service.; or

Resignation for Good Reason. As used hereinEmployee may resign for “Good Reason,” defined below, upon 30 days’ written notice by Employee to the Company except as set forth in paragraph 7(c) below. The Company may waive Employee’s obligation to work during this 30-day notice period and terminate his employment immediately, but if the Company takes this action, Employee shall receive the salary that otherwise would be due through the end of the notice period. For purposes of this Agreement, “Good Reason” shall mean the occurrence of any of the following, without Executive’s express written consentfollowing violations of this Agreement by the Company: (i) a material reduction of Executive’s duties or responsibilities; (ii) a material any reduction in the ExecutiveEmployee’s Base Salary without the express written consent of the ExecutiveSalary; except as provided in this Agreement, other than an across-the-board any reduction in compensation levels that applies to all senior executives generallyEmployee’s potential bonus target percentage amounts; (iii) the any required relocation of Executive’s principal work location to a facility Employee from Milwaukee, Wisconsin or a location that is 50 miles from the current geographic location at which Executive provides servicesChicago, Illinois metropolitan areas; or (iv) a material and any substantial breach by the Company of Sections 3 , 4 , 5 , 6 or 7 any material provision of this Agreement; providedAgreement (unrelated to a change of position/title, that no resignation for duties, responsibilities and/or supervisor). Notwithstanding the foregoing, the acts or omissions described above shall not constitute “Good Reason shall be effective Reason” unless and until Employee: (Ai) Executive has first provided provides the Company with written notice specifically identifying the notice, within ninety (90) days of learning of such acts or omissions constituting that he asserts constitute “Good Reason,” detailing the grounds for matters he asserts to be “Good Reason” within thirty (30) days after Executive has or should reasonably be expected to have had knowledge of the occurrence thereof, (B) and notifying the Company has of his intention to resign for Good Reason if the Company does not cured such acts or omissions cure them within thirty (30) days of its actual receipt of such receiving the written notice, ; and (Cii) the effective date of Executive’s termination for Good Reason occurs no later than ninety actually resigns thereafter (90and within sixty (60) days after the initial existence of the facts or circumstances constituting Good Reason. Failure to timely provide such written notice or to timely resign employment means that Executive will be deemed to have consented to and irrevocably waived end of the potential Good Reason event. If cure period) assuming the Company does timely cure or remedy the Good Reason event, then Executive may either resign his or her employment without Good Reason or Executive may continue to remain employed subject to the terms of this Agreement. If Executive’s termination of employment is for “Good Reason” and is also a Separation from Service, then Company shall, subject to Section 8(f) and Section 8(i) below and Executive’s execution and non-revocation of a binding release in accordance with Section 8(h) below, have the same obligations as are set forth in Section 8(a) above under the circumstance when a termination without Cause is also a Separation from Servicehas not cured them.

Resignation for Good Reason. As used hereinIf, during the Term of this Agreement, Employee resigns from his employment with the Employer and its affiliates for Good Reason in accordance with the requirements of this Paragraph 10.C, then he shall become entitled to the Accrued Compensation. In addition, subject to Employee’s continuing compliance with the covenants contained in Paragraphs 7 and 8 of this Agreement and any other similar applicable restrictive covenants with Employer or an affiliate, and the execution by Employee of Release within the time period specified by Employer at the time of the Termination Date (which shall be no longer than 50 days after the Termination Date) and the expiration of any applicable revocation period with respect to the Release, then Employee shall become entitled to receive the same severance benefits set forth in Paragraph 10.B, subject to the same terms and conditions set forth therein. Employee agrees that before Employee resigns for Good Reason, Employee must give Employer 30 days’ advance written notice of the reason(s) therefor. For purposes of this Agreement, “Good Reason” shall mean constitutes the occurrence happening of any of the following, without Executivethe consent of Employee: 1. Material breach of any provision of this Agreement by Employer; 2. The assignment to Employee of duties inconsistent with Employee’s express written consent: position as General Counsel & Vice President of Legal and Human Resources. (iincluding his removal from the Executive Management Committee) or any other action by Employer which results in a material diminution in such position, authority, duties, or responsibilities, excluding an isolated, insubstantial action not taken in bad faith; 3. The material reduction of Employee’s Annual Salary or Bonus or any other action by Employer which results in a material reduction of ExecutiveEmployee’s duties or responsibilitiesannual compensation; (ii) or 4. Employer requiring Employee to be based in a material reduction in the Executive’s Base Salary without the express written consent of the Executive, city other than an across-the-board reduction in compensation levels that applies where Employee resides. Notwithstanding the foregoing or any provision to all senior executives generally; (iii) the relocation of Executive’s principal work location to a facility or a location that is 50 miles from the current geographic location at which Executive provides services; or (iv) a material breach by the Company of Sections 3 contrary, 4 , 5 , 6 or 7 of this Agreement; provided, that no resignation for Good Reason shall not be effective deemed to exist unless and until (A) Executive has first provided the Company with written notice specifically identifying the acts or omissions constituting the grounds for “Good Reason” within of termination on account thereof is given to Employer no later than thirty (30) days after Executive has the time at which the event or should reasonably be expected condition purportedly giving rise to Good Reason first occurs or arises; and, provided, that if there exists an event or condition that constitutes Good Reason, Employer shall have had knowledge of the occurrence thereof, (B) the Company has not cured such acts or omissions within thirty (30) days of its actual receipt from the date notice of such noticea termination is given to cure such event or condition and, and (C) the effective date of Executive’s termination for if Employer does so, such event or condition shall not constitute Good Reason occurs no later than ninety (90) days after the initial existence of the facts or circumstances constituting Good Reason. Failure to timely provide such written notice or to timely resign employment means that Executive will be deemed to have consented to and irrevocably waived the potential Good Reason event. If the Company does timely cure or remedy the Good Reason event, then Executive may either resign his or her employment without Good Reason or Executive may continue to remain employed subject to the terms for purposes of this Agreement. If Executive’s termination of employment is for “Good Reason” and is also a Separation from Service, then Company shall, subject to Section 8(f) and Section 8(i) below and Executive’s execution and non-revocation of a binding release in accordance with Section 8(h) below, have the same obligations as are set forth in Section 8(a) above under the circumstance when a termination without Cause is also a Separation from Service.

Resignation for Good Reason. Executive may terminate this Agreement for Good Reason (as defined below) by giving written notice to the Company of such termination, subject to Executive complying with the notice, cure period and other requirements set forth within the definition of Good Reason below. As used hereinin this Agreement, “Good Reason” shall mean the occurrence of any one of the following, following without Executive’s express written consent: (i) a material reduction of in Executive’s duties or responsibilities; base compensation (which includes Base Salary, the Executive’s target annual bonus and any other base compensation), (ii) a material reduction in the Executive’s Base Salary without the express written consent of the Executive, other than an across-the-board reduction in compensation levels any action or inaction that applies to all senior executives generally; (iii) the relocation of Executive’s principal work location to a facility or a location that is 50 miles from the current geographic location at which Executive provides services; or (iv) constitutes a material breach by the Company of Sections 3 , 4 , 5 , 6 or 7 of this Agreement; provided(iii) a material diminution in Executive’s authority, duties or responsibilities such that they are materially inconsistent with his/her position as Senior Vice President, General Counsel and Corporate Secretary of the Company; and (iv) a relocation of the Executive’s primary work location to a location that increases Executive’s commute by thirty (30) miles or more, provided that no resignation termination for Good Reason shall be effective unless and until (A) Executive has first provided given the Company with written notice specifically identifying the acts or omissions constituting the grounds for “Good Reason” (pursuant to Section 11 below) within thirty sixty (3060) days after Executive has or should reasonably be expected to have had knowledge becomes aware of the initial occurrence thereofof any of the foregoing specifying the event or condition constituting the Good Reason and the specific reasonable cure requested by Executive, (B) and the Company has not cured such acts or omissions failed to cure the occurrence within thirty (30) days of its actual receipt receiving written notice from Executive, and Executive resigns within six (6) months after Executive becomes aware of the initial occurrence. To the extent Executive’s principal work location is not the Company’s offices or facilities due to a shelter-in-place order, quarantine order, or similar work-from-home requirement that applies to Executive, Executive’s principal work location, from which a change in location under the foregoing clause (iv) will be measured, will be considered the Company’s office or facility location where Executive’s employment with the Company primarily was or would have been based immediately prior to the commencement of such noticeshelter-in-place order, and (C) quarantine order, or similar work-from-home requirement. In the effective date event of Executive’s a termination for Good Reason occurs no later than ninety (90) days after the initial existence of the facts or circumstances constituting Good Reason. Failure to timely provide such written notice or to timely resign employment means that , Executive will be deemed to have consented to and irrevocably waived the potential Good Reason event. If the Company does timely cure or remedy the Good Reason event, then Executive may either resign his or her employment without Good Reason or Executive may continue to remain employed subject entitled to the terms of this Agreement. If Executive’s termination of employment is for “Good Reason” Accrued Benefits and is also a Separation from Servicethe Severance Benefits, then Company shall, subject to Section 8(f) and Section 8(i) below and Executive’s execution and non-revocation of a binding release in accordance with Section 8(h) below, have on the same obligations conditions, form of payment and timing as are set forth in Section 8(a) above under the circumstance when a termination without Cause is also a Separation from Service5(a).

Resignation for Good Reason. Executive may terminate this Agreement for Good Reason (as defined below) by giving written notice of such termination, which termination will become effective on the thirtieth (30th) day following receipt by the Company. As used hereinin this Agreement, “Good Reason” shall mean the occurrence of any one of the following, without Executive’s express written consent: (i) a material reduction of Executive’s duties or responsibilities; (ii) a material reduction in the Executive’s Base Salary without the express written consent and/or a material breach of the Executive, other than an across-the-board reduction in compensation levels that applies to all senior executives generally; (iii) the relocation of Executive’s principal work location to a facility or a location that is 50 miles this Agreement resulting from the current geographic location at which Executive provides services; failure to provide the benefits required in Section 4, (ii) any action or (iv) inaction that constitutes a material breach by the Company of Sections 3 , 4 , 5 , 6 or 7 of this Agreement; provided(iii) a material diminution in Executive’s authority, duties or responsibilities such that they are materially inconsistent with his/her position as Senior Vice President, Chief Commercial Officer of the Company; and (iv) relocation of the Company’s headquarters to a location that materially increases Executive’s commute, provided that no resignation termination for Good Reason shall be effective unless and until (A) Executive has first provided given the Company with written notice specifically identifying the acts or omissions constituting the grounds for “Good Reason” (pursuant to Section 11 below) within thirty sixty (3060) days after Executive has or should reasonably be expected to have had knowledge becomes aware of the initial occurrence thereofof any of the foregoing specifying the event or condition constituting the Good Reason and the specific reasonable cure requested by Executive, (B) and the Company has not cured such acts or omissions failed to cure the occurrence within thirty (30) days of its actual receipt of such noticereceiving written notice from Executive, and Executive resigns within six (C6) months after Executive becomes aware of the effective date initial occurrence. In the event of Executive’s a termination for Good Reason occurs no later than ninety (90) days after the initial existence of the facts or circumstances constituting Good Reason. Failure to timely provide such written notice or to timely resign employment means that , Executive will be deemed to have consented to and irrevocably waived the potential Good Reason event. If the Company does timely cure or remedy the Good Reason event, then Executive may either resign his or her employment without Good Reason or Executive may continue to remain employed subject entitled to the terms of this Agreement. If Executive’s termination of employment is for “Good Reason” Accrued Benefits and is also a Separation from Servicethe Severance Benefits, then Company shall, subject to Section 8(f) and Section 8(i) below and Executive’s execution and non-revocation of a binding release in accordance with Section 8(h) below, have on the same obligations conditions, form of payment and timing as are set forth in Section 8(a) above under the circumstance when a termination without Cause is also a Separation from Service5(a).

Resignation for Good Reason. Executive may terminate this Agreement for Good Reason (as defined below) by giving written notice to the Company of such termination, subject to Executive complying with the notice, cure period and other requirements set forth within the definition of Good Reason below. As used hereinin this Agreement, “Good Reason” shall mean the occurrence of any one of the following, following without Executive’s express written consent: (i) a material reduction of Executive’s duties or responsibilities; (ii) a material reduction in the Executive’s Base Salary without and/or a material breach of this Agreement by the express written consent of the Executive, other than an across-the-board reduction in compensation levels that applies to all senior executives generally; (iii) the relocation of Executive’s principal work location to a facility or a location that is 50 miles Company resulting from the current geographic location at which Executive provides services; failure to provide the benefits required in Section 4, (ii) any action or (iv) inaction that constitutes a material breach by the Company of Sections 3 , 4 , 5 , 6 or 7 of this Agreement; provided(iii) a material diminution in Executive’s authority, duties or responsibilities such that they are materially inconsistent with his/her position as Senior Vice President, Global Operations and Corporate Development of the Company; and (iv) relocation of the Company’s headquarters to a location that materially increases Executive’s commute, provided that no resignation termination for Good Reason shall be effective unless and until (A) Executive has first provided given the Company with written notice specifically identifying the acts or omissions constituting the grounds for “Good Reason” (pursuant to Section 11 below) within thirty sixty (3060) days after Executive has or should reasonably be expected to have had knowledge becomes aware of the initial occurrence thereofof any of the foregoing specifying the event or condition constituting the Good Reason and the specific reasonable cure requested by Executive, (B) and the Company has not cured such acts or omissions failed to cure the occurrence within thirty (30) days of its actual receipt of such noticereceiving written notice from Executive, and Executive resigns within six (C6) months after Executive becomes aware of the effective date initial occurrence. In the event of Executive’s a termination for Good Reason occurs no later than ninety (90) days after the initial existence of the facts or circumstances constituting Good Reason. Failure to timely provide such written notice or to timely resign employment means that , Executive will be deemed to have consented to and irrevocably waived the potential Good Reason event. If the Company does timely cure or remedy the Good Reason event, then Executive may either resign his or her employment without Good Reason or Executive may continue to remain employed subject entitled to the terms of this Agreement. If Executive’s termination of employment is for “Good Reason” Accrued Benefits and is also a Separation from Servicethe Severance Benefits, then Company shall, subject to Section 8(f) and Section 8(i) below and Executive’s execution and non-revocation of a binding release in accordance with Section 8(h) below, have on the same obligations conditions, form of payment and timing as are set forth in Section 8(a) above under the circumstance when a termination without Cause is also a Separation from Service5(a).

Resignation for Good Reason. As used herein(i) The Executive shall have the right to terminate his employment hereunder at any time, effective upon one (1) month’s prior written notice to the Company by the Executive, for Good Reason (as defined below), during which period the Company may cure the event alleged to constitute Good Reason, and upon such termination, the Executive shall, in addition to the Accrued Termination Obligations, have the right to receive from the Company the same Severance Payments and benefits that he would have been entitled to receive had the Executive been terminated by the Company in accordance with Section 7(d) above, payable as provided in Section 7(d) above (including the provisions of Section 7(d) relating to the Release Agreement). (ii) The Executive shall have “Good Reason” shall mean the occurrence for termination of his employment hereunder if any of the following, following has occurred without the Executive’s express prior written consent: ; provided that the Executive shall not be deemed to have Good Reason unless (i) a material reduction of Executive’s duties or responsibilities; (ii) a material reduction in the Executive’s Base Salary without the express written consent notice of the Executive, other than an across-the-board reduction in compensation levels that applies event or condition purportedly giving rise to all senior executives generally; (iii) the relocation of Executive’s principal work location to a facility or a location that is 50 miles from the current geographic location at which Executive provides services; or (iv) a material breach by the Company of Sections 3 , 4 , 5 , 6 or 7 of this Agreement; provided, that no resignation for Good Reason shall be effective unless and until (A) Executive has first provided the Company with written notice specifically identifying the acts or omissions constituting the grounds for “Good Reason” within thirty (30) days after Executive has or should reasonably be expected to have had knowledge of the occurrence thereof, (B) the Company has not cured such acts or omissions within thirty (30) days of its actual receipt of such notice, and (C) the effective date of Executive’s termination for Good Reason occurs is given in writing no later than ninety (90) days after the initial existence time at which the event or condition purportedly giving rise to Good Reason first occurs or arises, (ii) there does not exist an event or condition which could serve as the basis of a termination of the facts or circumstances constituting Good Reason. Failure to timely provide such Executive’s employment for Cause, (iii) the Company has had thirty (30) days from the date written notice of such termination is given (the “Cure Period”) to cure such event or condition and has not done so and (iv) the Executive resigns no later than ninety (90) days following expiration of the Cure Period: (A) a material diminution in Executive’s duties or position or an assignment of duties materially inconsistent with the Executive’s position as Chief Executive Officer and President of the Company; (B) any reduction in the Base Salary, the bonus calculation methodology set forth in Section 5(b) hereof, perquisites (including vacation allowance) or the overall level of other benefits (other than as a result of changes to timely resign employment means that Executive will be deemed benefit plans generally made available to have consented to and irrevocably waived the potential Good Reason event. If employees and/or senior management of the Company does timely cure in which the Executive participates or remedy for any reductions required by law); (C) a failure to provide the Good Reason event, then Executive may either resign his or her with an office and with secretarial support similar to that in effect as of the date hereof; (D) relocation of the Executive’s principal place of employment without Good Reason or Executive may continue to remain employed subject to more than fifty (50) miles from its current location; or (E) a material breach by the terms Company of this Agreement. If Executive’s termination of employment is for Notwithstanding the foregoing, the Executive shall not have “Good Reason” to terminate his employment if he has either consented in writing to any event set forth above or has failed to deliver written notice of the event alleged to constitute Good Reason within three (3) months following such event. For the avoidance of doubt, a disagreement between the Executive and is also a Separation from Servicethe Board with respect to the policies and strategies adopted or approved by the Board with respect to the Company’s business and affairs, then Company shall, subject to Section 8(f) and Section 8(i) below and Executive’s execution and non-revocation of a binding release in accordance with Section 8(h) below, have the same obligations as are including without limitation matters set forth in Section 8(a) above under any annual operating budget or strategic plan approved by the circumstance when a termination without Cause is also a Separation from ServiceBoard, shall not constitute “Good Reason” for purposes of this Agreement.

Resignation for Good Reason. As used herein, “The Employee may voluntarily terminate the Employment Period and the Employee's employment hereunder for Good Reason” . For the purposes of this Agreement, "Good Reason" shall mean the occurrence of any one of the following, without Executive’s express written consent: (i) the assignment to the Employee of any duties materially inconsistent with the Employee's position, title, authority or responsibilities as contemplated by Section 3(a) hereof, or any action by the Company that results in a material reduction of Executive’s duties diminution in such position, title, authority or responsibilities; responsibilities without the Employee's express written consent, or (ii) a Change in Control of the Company occurs following which: (x) there is the assignment to the Employee of any duties materially inconsistent with the Employee's position, title, authority or responsibilities as contemplated by Section 3(a) hereof, or any action by the Company that results in a material diminution in such position, title, authority or responsibilities without the Employee's express written consent, (y) Employee is required to relocate more than 50 miles from his then primary place of employment, or (z), there is a material reduction in the Executive’s Base Salary without the express written consent Employee's annual salary or bonus target. For purposes of this provision, "Change of Control" shall mean a change in ownership of the ExecutiveCompany, other than an across-the-board reduction a change in compensation levels that applies to all senior executives generally; (iii) the relocation effective control of Executive’s principal work location to a facility the Company or a location that is 50 miles from change in the current geographic location at which Executive provides services; or (iv) ownership of a material breach by substantial portion of the assets of the Company, in each case as provided under Section 409A of the Code and the regulations thereunder. In no event shall the Employee be considered to have terminated his employment for "Good Reason" unless the Employee delivers a written notice of termination to the Company of Sections 3 , 4 , 5 , 6 or 7 of this Agreement; provided, that no resignation for Good Reason shall be effective unless and until (A) Executive has first provided the Company with written notice specifically identifying in reasonable detail the acts or omissions constituting the grounds for “"Good Reason” within thirty (30) days after Executive has or should reasonably be expected to have had knowledge " and the provision of the occurrence thereofthis Agreement relied upon, (B) the Company has not cured and such acts or omissions are not cured by the Company within thirty (30) 15 days of its actual receipt of such notice. If the acts or omissions are not cured, and (C) the Employee may terminate his employment not earlier than 30 days following the date of the written notice of termination referred to in the preceding sentence. In addition, notwithstanding any other provision of this Agreement to the contrary, the voluntary termination of the Employment Period by the Employee Without Good Reason or without the requirement of stating or having any cause or reason during the 30-day period beginning on the six month anniversary of the effective date of Executive’s termination for Good Reason occurs no later than ninety (90) days after the initial existence a Change of the facts or circumstances constituting Good Reason. Failure to timely provide such written notice or to timely resign employment means that Executive will Control shall be deemed to have consented to and irrevocably waived be a termination by the potential Executive With Good Reason event. If the Company does timely cure or remedy the Good Reason event, then Executive may either resign his or her employment without Good Reason or Executive may continue to remain employed subject to the terms of for all purposes under this Agreement. If Executive’s termination of employment is for “Good Reason” and is also a Separation from Service, then Company shall, subject to Section 8(f) and Section 8(i) below and Executive’s execution and non-revocation of a binding release in accordance with Section 8(h) below, have the same obligations as are set forth in Section 8(a) above under the circumstance when a termination without Cause is also a Separation from Service.

Resignation for Good Reason. As used hereinFor purposes of this Agreement, “Good Reason” shall mean the occurrence of that any one of the following, following events occurs during the Executive’s employment with the Company without Executive’s express written consent: (i) a material any involuntary reduction of Executive’s duties annual base salary (including earned or responsibilitiesgranted bonus) by more than 5%; (ii) a any material reduction in the Executive’s Base Salary without the express written consent package of benefits and incentives provided to the Executive, or any action by the Company which would materially and adversely affect the Executive’s participation or reduce the Executive’s benefits under any such plans, except to the extent that such benefits and incentives of all other than an across-the-board reduction in compensation levels that applies to all senior executives generallyofficers of the Company are similarly reduced; (iii) any material change in Executive’s position or responsibilities, excluding for this purpose an isolated, insubstantial and inadvertent action not taken in bad faith that is remedied by the relocation Company promptly after notice thereof is given by Executive; (iv) the Company’s requiring Executive to relocate to any place outside of a twenty-five (25) mile driving distance of Executive’s principal current work site unless the new work location is closer to a facility the Executive’s home or a location that is 50 miles from the current geographic location at Executive accepts such relocation opportunity; (v) any failure to pay Executive any compensation or benefits to which Executive provides services; or (iv) a material breach by the Company of Sections 3 , 4 , 5 , 6 or 7 of this Agreement; provided, that no resignation for Good Reason shall be effective unless and until (A) Executive has first provided the Company with written notice specifically identifying the acts or omissions constituting the grounds for “Good Reason” within thirty (30) days after Executive has or should reasonably be expected to have had knowledge of the occurrence thereof, (B) the Company has not cured such acts or omissions is entitled within thirty (30) days of its actual receipt the date due; or (vi) any material breach of such notice, and (C) the effective date of Executive’s termination for Good Reason occurs no later than ninety (90) days after the initial existence of the facts or circumstances constituting Good Reason. Failure to timely provide such written notice or to timely resign employment means that Executive will be deemed to have consented to and irrevocably waived the potential Good Reason event. If this Agreement by the Company does timely cure or remedy the Good Reason eventother than as otherwise specified in this paragraph, then including, without limitation. Executive may either resign terminate his or her employment without for Good Reason or so long as Executive may continue to remain employed subject tenders his resignation to the terms Company within 90 days after the occurrence of this Agreementthe event which forms the basis for his resignation for Good Reason. If Executive shall provide written notice to the Company describing the nature of the event which forms the basis for Executive’s termination of employment is resignation for “Good Reason” , and the Company shall thereafter have ten (10) days to cure such event. In the event that the Executive resigns for Good Reason at a date that is also a Separation from Servicefollowing the Effective Date, then the Company shall, subject shall pay to Section 8(fExecutive severance pay (less applicable tax withholdings) and Section 8(i) below and Executivean amount equal to six month’s execution and non-revocation of a binding release Base Salary paid monthly in accordance with Section 8(h) below, have the same obligations as are set forth in Section 8(a) above under the circumstance when a termination without Cause is also a Separation from ServiceCompany’s then current payroll practices.

Resignation for Good Reason. As used herein, Executive may terminate this Agreement and Executive’s employment hereunder for Good Reason. “Good Reason” shall mean be defined in the same manner as it is defined by Section 1.6 of the Form of Severance Agreement, except that the occurrence of any a Change of Control will not be necessary for Executive to exercise his right to resign for Good Reason. A termination of employment by the Executive for Good Reason shall be effectuated by giving the Company written notice (“Notice of Termination for Good Reason”) of the followingtermination within six (6) months of the occurrence of the event constituting Good Reason or, without Executive’s express written consent: (i) a material reduction of Executive’s duties or responsibilities; (ii) a material reduction in the Executive’s Base Salary without the express written consent of if such event is not immediately recognizable by the Executive, other than an across-the-board reduction within six (6) months of the date the Executive became or reasonably should have become aware of such event (but in compensation levels that applies to all senior executives generally; (iii) no event beyond the relocation expiration of Executive’s principal work location to a facility or a location that is 50 miles from the current geographic location at which Executive provides services; or (iv) a material breach by the Company of Sections 3 , 4 , 5 , 6 or 7 Term of this Agreement; provided), setting forth in reasonable detail the specific conduct of the Company that no resignation constitutes Good Reason and the specific provision(s) of this Agreement on which the Executive relies. A termination of employment by the Executive for Good Reason shall be effective unless and until on the thirtieth (A30th) Executive has first provided day following the Company with written notice specifically identifying date when the acts or omissions constituting the grounds for “Good Reason” within thirty (30) days after Executive has or should reasonably be expected to have had knowledge Notice of the occurrence thereof, (B) the Company has not cured such acts or omissions within thirty (30) days of its actual receipt of such notice, and (C) the effective date of Executive’s termination Termination for Good Reason occurs is given, unless the notice sets forth a later date (which date shall in no event be later than ninety sixty (9060) days after the initial existence notice is given); provided, however, that no event described hereunder shall constitute Good Reason if such event is a result of an isolated, insubstantial and inadvertent action that is not taken in bad faith and that is remedied by the Company within five (5) days after receipt of the facts Notice of Termination for Good Reason by the Company from the Executive. The Executive’s continued employment shall not constitute consent to, or circumstances a waiver of rights with respect to, any act or failure to act constituting Good ReasonReason hereunder. Failure to timely provide such written notice or to timely resign employment means In the event that Executive will be deemed to have consented to and irrevocably waived the potential terminates this Agreement for Good Reason event. If the Company does timely cure or remedy the Good Reason event, then Executive may either resign his or her employment without Good Reason or Executive may continue to remain employed subject to in accordance with the terms of this Agreement, Executive shall be entitled to: (i) Base Salary for the remainder of the Term of this Agreement; (ii) a performance bonus for each year remaining in the Term of this Agreement (prorated for partial years remaining) as if Executive and Company attained all performance goals at target; (iii) removal of the restriction for the twenty thousand (20,000) shares of Company stock with a one (1) year restriction period provided by Section 3(c) of this Agreement, without regard to whether the one (1) year period has elapsed; (iv) removal on a pro rated basis of the restriction for the thirty thousand (30,000) shares of Company stock with a five (5) year restriction period provided by Section 3(c) of the Agreement (e.g., if Executive is employed for two (2) full years, the restriction would be removed from 2/5 of the 5 year restricted stock); (v) immediate vesting of the Long-Term Incentive provided by Section 3(d) of this Agreement; and (vi) immediate vesting of all benefits under the Senior Executive Supplemental Plan provided by Section 3(e) of this Agreement (i.e., Executive will be eligible to retire at age 55 with a benefit of sixteen and one-half percent (16.5%) of pay (average annual base pay plus average annual incentive)). If Executive’s In return for the separation benefits provided herein, Executive will execute a waiver releasing the Company and its affiliates from all claims related his employment or the termination of employment is for “Good Reason” and is also a Separation from Service, then Company shall, subject to Section 8(f) and Section 8(i) below and Executive’s execution and non-revocation of a binding release in accordance with Section 8(h) below, have the same obligations as are set forth in Section 8(a) above under the circumstance when a termination without Cause is also a Separation from Servicehis employment.

Resignation for Good Reason. Executive may terminate this Agreement for Good Reason (as defined below) by giving written notice to the Company of such termination, subject to Executive complying with the notice, cure period and other requirements set forth within the definition of Good Reason below. As used hereinin this Agreement, “Good Reason” shall mean the occurrence of any one of the following, following without Executive’s express written consent: (i) a material reduction of Executive’s duties or responsibilities; (ii) a material reduction in the Executive’s Base Salary without and/or a material breach of this Agreement by the express written consent of the Executive, other than an across-the-board reduction in compensation levels that applies to all senior executives generally; (iii) the relocation of Executive’s principal work location to a facility or a location that is 50 miles Company resulting from the current geographic location at which Executive provides services; failure to provide the benefits required in Section 4, (ii) any action or (iv) inaction that constitutes a material breach by the Company of Sections 3 , 4 , 5 , 6 or 7 of this Agreement; provided(iii) a material diminution in Executive’s authority, duties or responsibilities such that they are materially inconsistent with his/her position as Senior Vice President, Chief Financial Officer of the Company; and (iv) relocation of the Company’s headquarters to a location that materially increases Executive’s commute, provided that no resignation termination for Good Reason shall be effective unless and until (A) Executive has first provided given the Company with written notice specifically identifying the acts or omissions constituting the grounds for “Good Reason” (pursuant to Section 11 below) within thirty sixty (3060) days after Executive has or should reasonably be expected to have had knowledge becomes aware of the initial occurrence thereofof any of the foregoing specifying the event or condition constituting the Good Reason and the specific reasonable cure requested by Executive, (B) and the Company has not cured such acts or omissions failed to cure the occurrence within thirty (30) days of its actual receipt of such noticereceiving written notice from Executive, and Executive resigns within six (C6) months after Executive becomes aware of the effective date initial occurrence. In the event of Executive’s a termination for Good Reason occurs no later than ninety (90) days after the initial existence of the facts or circumstances constituting Good Reason. Failure to timely provide such written notice or to timely resign employment means that , Executive will be deemed to have consented to and irrevocably waived the potential Good Reason event. If the Company does timely cure or remedy the Good Reason event, then Executive may either resign his or her employment without Good Reason or Executive may continue to remain employed subject entitled to the terms of this Agreement. If Executive’s termination of employment is for “Good Reason” Accrued Benefits and is also a Separation from Servicethe Severance Benefits, then Company shall, subject to Section 8(f) and Section 8(i) below and Executive’s execution and non-revocation of a binding release in accordance with Section 8(h) below, have on the same obligations conditions, form of payment and timing as are set forth in Section 8(a) above under the circumstance when a termination without Cause is also a Separation from Service5(a).

Resignation for Good Reason. As used herein, “Good Reason” shall mean the occurrence of any of the following, without Executive’s express written consent: (i) a material reduction of Executive’s duties or responsibilities; (ii) a material reduction in the by Company of Executive’s Base Salary without the express written consent of the Executive, other than an across-the-board reduction Compensation as in compensation levels that applies effect immediately prior to all senior executives generallysuch reduction; (iii) the relocation of Executive’s principal work location to a facility or a location that is 50 miles from constitutes a material change in the current geographic location at which Executive provides servicesservices (within the meaning of Section 409A, as defined below); or (iv) a material breach by the Company of Sections 3 3, 4 4, 5 5, 6 or 7 of this Agreement; provided, that no resignation for Good Reason shall be effective unless and until (A) Executive has first provided the Company with written notice specifically identifying the acts or omissions constituting the grounds for “Good Reason” within thirty (30) days after Executive has or should reasonably be expected to have had knowledge of the occurrence thereof, (B) the Company has not cured such acts or omissions within thirty (30) days of its actual receipt of such notice, and (C) the effective date of Executive’s termination for Good Reason occurs no later than ninety (90) days after the initial existence of the facts or circumstances constituting Good Reason. Failure to timely provide such written notice or to timely resign employment means that Executive will be deemed to have consented to and irrevocably waived the potential Good Reason event. If the Company does timely cure or remedy the Good Reason event, then Executive may either resign his or her employment without Good Reason or Executive may continue to remain employed subject to the terms of this Agreement. If Executive’s 's termination of employment is for “"Good Reason” " and is also a Separation from Service, then Company shall, subject to Section 8(f) and Section 8(i) below and Executive’s execution and non-revocation of a binding release in accordance with Section 8(h) below, shall have the same obligations as are set forth in Section 8(a) 8.a. above under the circumstance when a termination without Cause is also a Separation from Service.

Resignation for Good Reason. As used hereinNotwithstanding Section 4(c), “Good Reason” shall mean the occurrence of any of the following, without Executive’s express written consent: (i) a material reduction of Executive’s duties or responsibilities; (ii) a material reduction in the Executive’s Base Salary without the express written consent of the Executive, other than an across-the-board reduction in compensation levels that applies to all senior executives generally; (iii) the relocation of Executive’s principal work location to a facility or a location that is 50 miles from the current geographic location at which Executive provides services; or (iv) a material breach CFO may terminate his employment by the Company of Sections 3 , 4 , 5 , 6 or 7 of this Agreement; provided, that no resignation for Good Reason shall be effective unless and until (Aas defined below) Executive has first provided by providing written notice thereof to the Company with written (the “Resignation Notice”) at least thirty (30) days prior to the Resignation Date, which notice specifically identifying shall set forth in reasonable detail the acts or omissions constituting nature of the grounds for “facts and circumstances which constitute Good Reason” within Reason and Company shall have thirty (30) days after Executive has or should reasonably be expected to have had knowledge receipt of the occurrence thereofResignation Notice to cure in all material respects the facts and circumstances which constitute Good Reason. In the event of a termination for Good Reason, the CFO shall be entitled to: (i) payment of that portion of the CFO’s Annual Salary that the CFO earned through and including the Resignation Date, at the rate of the Annual Salary in effect at that time; (ii) any bonus declared prior to the Resignation Date that remains unpaid; (iii) payment of that portion of CFO’s Annual Salary, at the rate of the Annual Salary in effect at that time, commencing on the Resignation Date and continuing for the six-month period thereafter; and (iv) accelerated vesting of the Option pursuant to Section 3(c); provided, however, that the CFO executes and delivers to the Company a complete release agreement in form and substance reasonably acceptable to the Company. In addition, the Company shall be obligated to continue any health and welfare benefits provided to the Executive under Section 3(e) throughout the period commencing on the Termination Date and continuing for a six-month period thereafter. Except as provided herein or required by applicable law, the CFO shall not be entitled to any other compensation or benefits. With respect to Section 4(d)(iii) above, such payments shall be paid in accordance with the then-prevailing payroll practices of the Company, less applicable taxes, payroll deductions and withholdings required by law. For purposes of this Agreement, “Good Reason” means the resignation of the CFO’s employment by the Company by the CFO, because of (A) any reduction in the CFO’s Annual Salary then in effect in a manner that is not permitted under Section 3(a) hereof, (B) a substantial diminution in the Company has not cured such acts duties, responsibilities or omissions within thirty (30) days titles of its actual receipt of such noticethe CFO, and but only if uncured in accordance with the foregoing provisions hereof, or (C) being required by the effective date of Executive’s termination Board to relocate (for Good Reason occurs no later a period longer than ninety six (906) days after consecutive months) greater than 100 miles from the initial existence of the facts or circumstances constituting Good Reason. Failure Chicago, Illinois metropolitan area in order to timely provide such written notice or to timely resign maintain employment means that Executive will be deemed to have consented to and irrevocably waived the potential Good Reason event. If with the Company does timely cure or remedy the Good Reason event, then Executive may either resign his or her employment without Good Reason or Executive may continue pursuant to remain employed subject to the terms of this Agreement. If Executive’s termination of employment is for “Good Reason” and is also a Separation from Service, then Company shall, subject to Section 8(f) and Section 8(i) below and Executive’s execution and non-revocation of a binding release in accordance with Section 8(h) below, have the same obligations as are set forth in Section 8(a) above under the circumstance when a termination without Cause is also a Separation from Service.