Common use of Termination by Employee for Good Reason Clause in Contracts

Termination by Employee for Good Reason. Employee may terminate this Agreement and declare this Agreement to have been terminated “without cause” by the Company (and, therefore, for “Good Reason”) upon the occurrence, without Employee’s consent, of any of the following acts by the Company, or failures by the Company to act (each a “Good Reason Condition”), provided (i) the Employee provides written notice to the Company of the occurrence of the Good Reason Condition within ten (10) business days after the Employee has knowledge of the Good Reason Condition; (ii) the Company fails to notify the Employee of the Company’s intended method of correction within thirty (30) business days after the Company receives Employee’s notice, or the Company fails to correct the Good Reason Condition within thirty (30) business days after such Employee notice; and (iii) the Employee resigns within ten (10) business days after the end of the 30-business-day period specified in (ii): (a) A material diminution in Employee’s duties; (b) The failure to elect or reelect Employee as Vice President or other officer of the Company (unless such failure is related in any way to the Company’s decision to terminate Employee for cause); (c) The failure of the Company to continue to provide Employee with office space, related facilities and support personnel (including, but not limited to, administrative and secretarial assistance) within the Company’s principal executive offices commensurate with his responsibilities to, and position within, the Company; (d) A material reduction by the Company in the amount of Employee’s base salary or the discontinuation or material reduction by the Company of Employee’s participation at the same level of eligibility as compared to other peer employees in any incentive compensation, additional compensation, benefits, policies or perquisites subject to Employee understanding that such reduction(s) shall be permissible if the change applies in a similar way to other peer level employees; (e) The relocation of the Company’s principal executive offices or Employee’s place of work to a location requiring a change of more than fifty (50) miles in Employee’s daily commute; or (f) Any other action or inaction by the Company that constitutes a material breach of this Employment Agreement.

Termination by Employee for Good Reason. Employee may terminate this Agreement and declare this Agreement to have been terminated “"without cause” " by the Company (and, therefore, for “"Good Reason”") upon the occurrence, without Employee’s 's consent, of any of the following acts by the Company, or failures by the Company to act (each a “Good Reason Condition”), provided (i) the Employee provides written notice to the Company of the occurrence of the Good Reason Condition within ten (10) business days after the Employee has knowledge of the Good Reason Condition; (ii) the Company fails to notify the Employee of the Company’s intended method of correction within thirty (30) business days after the Company receives Employee’s notice, or the Company fails to correct the Good Reason Condition within thirty (30) business days after such Employee notice; and (iii) the Employee resigns within ten (10) business days after the end of the 30-business-day period specified in (ii): (a) A material diminution in Employee’s duties; (b) The failure to elect or reelect Employee as Vice President or other officer of the Company (unless such failure is related in any way to the Company’s 's decision to terminate Employee for cause); (c) The failure of the Company to continue to provide Employee with office space, related facilities and support personnel (including, but not limited to, administrative and secretarial assistance) within the Company’s 's principal executive offices commensurate with his responsibilities to, and position within, the Company; (d) A material reduction by the Company in the amount of Employee’s 's base salary or the discontinuation or material reduction by the Company of Employee’s 's participation at the same level of eligibility as compared to other peer employees in any incentive compensation, additional compensation, benefits, policies or perquisites subject to Employee understanding that such reduction(s) shall be permissible if the change applies in a similar way to other peer level employees; (e) The relocation of the Company’s 's principal executive offices or Employee’s 's place of work to a location requiring a change of more than fifty (50) miles in Employee’s 's daily commute; or (f) Any other action or inaction by the Company that constitutes a material breach of this Employment Agreement.

Termination by Employee for Good Reason. Employee may terminate this Agreement and declare this Agreement to have been terminated “without cause” by the Company (and, therefore, for “Good Reason”) upon the occurrence, without Employee’s consent, of any of the following acts by the Company, or failures by the Company to act (each a “Good Reason Condition”), provided (i) the Employee provides written notice to the Company of the occurrence of the Good Reason Condition within ten (10) business days after the Employee has knowledge of the Good Reason Condition; (ii) the Company fails to notify the Employee of the Company’s intended method of correction within thirty (30) business days after the Company receives Employee’s notice, or the Company fails to correct the Good Reason Condition within thirty (30) business days after such Employee notice; and (iii) the Employee resigns within ten (10) business days after the end of the 30-business-day period specified in (ii):circumstances: (a) A material diminution in The assignment to Employee of duties lasting more than sixty (60) days that are materially inconsistent with Employee’s dutiesthen current position or a material change in his reporting relationship to the CEO or his/her successor; (b) The failure to elect or reelect Employee as Vice President or other officer of the Company (unless such failure is related in any way to the Company’s decision to terminate Employee for cause); (c) The failure of the Company to continue to provide Employee with office space, related facilities and support personnel (including, but not limited to, administrative and secretarial assistance) within the Company’s principal executive offices commensurate with his responsibilities to, and position within, the Company; (d) A material reduction by the Company in the amount of Employee’s base salary or the discontinuation or material reduction by the Company of Employee’s participation at the same level of eligibility as compared to other peer employees in any incentive compensation, additional compensation, benefits, policies or perquisites subject to Employee understanding that such reduction(s) shall be permissible if the change applies in a similar way to other peer level employees; (e) The relocation of the Company’s principal executive offices or Employee’s place of work to a location requiring a change of more than fifty (50) miles in Employee’s daily commute; or (f) Any other action or inaction A failure by the Company that constitutes a material breach of to perform its obligations under this Employment AgreementAgreement (other than inadvertent failures that are cured by the Company promptly upon notice from the Employee).

Termination by Employee for Good Reason. Employee may terminate this Agreement and declare that this Agreement to have been terminated “"without cause” " by the Company (and, therefore, for “"Good Reason”") upon the occurrence, without Employee’s 's consent, of any of the following acts by the Company, or failures by the Company to act (each a “Good Reason Condition”), provided (i) the Employee provides written notice to the Company of the occurrence of the Good Reason Condition within ten (10) business days after the Employee has knowledge of the Good Reason Condition; (ii) the Company fails to notify the Employee of the Company’s intended method of correction within thirty (30) business days after the Company receives Employee’s notice, or the Company fails to correct the Good Reason Condition within thirty (30) business days after such Employee notice; and (iii) the Employee resigns within ten (10) business days after the end of the 30-business-day period specified in (ii):circumstances: (a) A The assignment to Employee of duties lasting more than sixty (60) days that are materially inconsistent with Employee's then current position or a material diminution change in Employee’s dutieshis reporting relationship to the CEO or his successor; (b) The failure to elect or reelect Employee as Vice President or other officer of the Company (unless such failure is related in any way to the Company’s 's decision to terminate Employee for cause); (c) The failure of the Company to continue to provide Employee with office space, related facilities and support personnel (including, but not limited to, administrative and secretarial assistance) within the Company’s 's principal executive offices commensurate with his responsibilities to, and position within, the Company; (d) A material reduction by the Company in the amount of Employee’s 's base salary or the discontinuation or material reduction by the Company of Employee’s 's participation at the same level of eligibility as compared to other peer employees in any incentive compensation, additional compensation, benefits, policies or perquisites subject to Employee Employee's understanding that such reduction(s) shall be permissible if the change applies in a similar way to other peer level employees; (e) The relocation of the Company’s 's principal executive offices or Employee’s 's place of work to a location requiring a change an increase of more than fifty (50) miles in Employee’s 's daily commute; or (f) Any other action or inaction A failure by the Company that constitutes a material breach of to perform its obligations under this Employment Agreement.

Termination by Employee for Good Reason. Employee may EMPLOYEE shall have the right to terminate this Agreement and declare this Agreement upon 30 days notice to have been terminated “without cause” Company for Good Reason, which shall not be affected by the EMPLOYEE's incapacity due to physical or mental illness. The EMPLOYEE's continued employment shall not constitute consent to, or a waiver of rights with respect to, any circumstance constituting Good Reason hereunder though EMPLOYEE shall provide notice to the Company (and, therefore, for “Good Reason”) upon within 60 days of such material adverse change constituting GOOD REASON. GOOD REASON shall mean the occurrence, without Employee’s the EMPLOYEE's express written consent, of any of the following acts circumstances unless, in the case of paragraphs (i) through (iv), such circumstances are fully corrected prior to the Date of Termination specified in the Notice of Termination given in respect thereof which shall be no less than twenty (20) days: (i) the assignment to the EMPLOYEE of any significant duties materially inconsistent with the EMPLOYEE's status as a senior executive officer of the Company or a materially adverse alteration in the nature or status of the EMPLOYEE's responsibilities; (ii) the relocation of the Company's principal executive offices to a location outside the Metropolitan New York or New Jersey area or the Company's requiring the EMPLOYEE to be based anywhere other than the Company's principal executive offices, excluding required travel on the Company's business to an extent materially consistent with the EMPLOYEE's present business travel obligations; (iii) the act by the Company, or failures without the EMPLOYEE's consent, to reduce by more than 10% any portion of the EMPLOYEE's current compensation except pursuant to an across-the-board compensation deferral similarly affecting all senior executives of the Company to act (each a “Good Reason Condition”), provided (i) the Employee provides written notice to the Company and all senior executives of the occurrence of the Good Reason Condition within ten (10) business days after the Employee has knowledge of the Good Reason Condition; (ii) the Company fails to notify the Employee any person in control of the Company’s intended method of correction within thirty (30) business days after the Company receives Employee’s notice, or failure to pay to the Company fails to correct the Good Reason Condition within thirty (30) business days after such Employee notice; and (iii) the Employee resigns within ten (10) business days after the end EMPLOYEE any portion of an installment of deferred compensation under any deferred compensation program of the 30-business-day period specified in Company, within seven (ii): (a7) A material diminution in Employee’s dutiesdays of the date such compensation is due; (biv) The failure to elect or reelect Employee as Vice President or other officer of the Company (unless such failure is related in any way to the Company’s decision to terminate Employee for cause); (c) The failure of the Company to continue to provide Employee with office space, related facilities and support personnel (including, but not limited to, administrative and secretarial assistance) within the Company’s principal executive offices commensurate with his responsibilities to, and position within, the Company; (d) A material reduction by the Company in the amount of Employee’s base salary or the discontinuation or material reduction breach by the Company of Employee’s participation at the same level of eligibility as compared to other peer employees in any incentive compensation, additional compensation, benefits, policies or perquisites subject to Employee understanding that such reduction(s) shall be permissible if the change applies in a similar way to other peer level employees; (e) The relocation of the Company’s principal executive offices or Employee’s place of work to a location requiring a change of more than fifty (50) miles in Employee’s daily commute; or (f) Any other action or inaction by the Company that constitutes a material breach term of this Employment Agreement.

Termination by Employee for Good Reason. Employee may terminate --------------------------------------- his employment under this Agreement and declare this Agreement to have been terminated “without cause” by the Company (and, therefore, for “"Good Reason”) upon the occurrence." For purposes of this Agreement, "Good Reason," shall mean, without Employee’s 's express prior written consent, the occurrence of any one or more of the following acts by the Companycircumstances, or failures by the Company to act (each a “Good Reason Condition”), provided (i) the Employee provides written notice to the Company of the occurrence of the Good Reason Condition within ten (10) business days after the Employee has knowledge of the Good Reason Condition; (ii) the Company fails to notify the Employee of the Company’s intended method of correction unless such circumstances are corrected within thirty (30) business days after following the Company receives Company's receipt from Employee of a written notice stating that he intends to terminate his employment for one or more of the reasons set forth in this Section 5(d) and specifying the particulars in detail (other than a termination as a result of an event described in clause (v) of this Section 5(d)); (i) the assignment to Employee of duties materially inconsistent with Employee’s notice's authorities, duties, responsibilities and status (including offices, titles, and reporting requirements) as contemplated in Section 2 hereof, or a material diminution in the Company fails to correct nature or status of Employee's authorities, duties or responsibilities from those in effect on the Good Reason Condition within thirty Effective Date; (30ii) business days after such Employee noticea reduction in the Base Salary below the applicable levels set forth in Section 3 hereof; and (iii) a relocation of Employee's principal place of business to a location outside mid-town Manhattan without the Employee resigns within ten Employee's consent; (10iv) business days after the end of the 30-business-day period specified in (ii): (a) A material diminution in Employee’s duties; (b) The failure to elect or reelect Employee as Vice President or other officer of the Company (unless such failure is related in any way to the Company’s decision to terminate Employee for cause); (c) The failure of the Company to maintain and to continue to provide Employee with office space, related facilities and support personnel (including, but not limited to, administrative and secretarial assistance) within Employee's participation in the Company’s principal executive offices commensurate 's benefit plans in accordance with his responsibilities tothe provisions of Section 4 hereof; (v) a Change in Control (as defined in Exhibit A attached hereto), and position within, (vi) a material misrepresentation knowingly made by the Company; (d) A Company under the Exchange Agreement or a knowing material reduction breach of a covenant or agreement by the Company in the amount of Employee’s base salary or the discontinuation or material reduction by the Company of Employee’s participation at the same level of eligibility as compared to other peer employees in any incentive compensation, additional compensation, benefits, policies or perquisites subject to Employee understanding that such reduction(s) shall be permissible if the change applies in a similar way to other peer level employees; (e) The relocation of the Company’s principal executive offices or Employee’s place of work to a location requiring a change of more than fifty (50) miles in Employee’s daily commute; or (f) Any other action or inaction by the Company that constitutes a material breach of this Employment Exchange Agreement.

Termination by Employee for Good Reason. Employee may terminate this Agreement and declare this Agreement to have been terminated “without cause” by the Company (and, therefore, for “Good Reason”) upon the occurrence, without Employee’s consent, of any of the following acts by the Company, or failures by the Company to act (each a “Good Reason Condition”), provided (i) the Employee provides written notice to the Company of the occurrence of the Good Reason Condition within ten (10) business days after the Employee has knowledge of the Good Reason Condition; (ii) the Company fails to notify the Employee of the Company’s intended method of correction within thirty (30) business days after the Company receives Employee’s notice, or the Company fails to correct the Good Reason Condition within thirty (30) business days after such Employee notice; and (iii) the Employee resigns within ten (10) business days after the end of the 30-business-day period specified in (ii):circumstances: (a) A The assignment to Employee of duties lasting more than sixty (60) days that are materially inconsistent with Employee’s then current position or a material diminution change in Employee’s dutiesreporting relationship; (b) The failure to elect or reelect Employee as Vice President or other officer of the Company (unless such failure is related in any way to the Company’s decision to terminate Employee for cause); (c) The failure of the Company to continue to provide Employee with office space, related facilities and support personnel (including, but not limited to, administrative and secretarial assistance) within the Company’s principal executive offices commensurate with his Employee’s responsibilities to, and position within, the Company; (d) A material reduction by the Company in the amount of Employee’s base salary or the discontinuation or material reduction by the Company of Employee’s participation at the same level of eligibility as compared to other peer employees in any incentive compensation, additional compensation, benefits, policies or perquisites subject to Employee understanding that such reduction(s) shall be permissible if the change applies in a similar way to other peer level employees; (e) The relocation of the Company’s principal executive offices or Employee’s place of work to a location requiring a change of more than fifty (50) miles in Employee’s daily commute; or (f) Any other action or inaction A failure by the Company that constitutes a material breach of to perform its obligations under this Employment AgreementAgreement that is not cured by the Company promptly after written notice of such failure is given to the Company by Employee.

Termination by Employee for Good Reason. Employee may shall have the right to terminate his employment under this Agreement and declare for "Good Reason." For the purposes of this Agreement, the term "Good Reason" means any one or more of the following: (i) any significant material adverse change in Employee's duties or responsibilities under this Agreement to have been terminated “without cause” by or the Company (and, therefore, for “Good Reason”) upon the occurrence, without Employee’s consent, of any of the following acts by the Company, or failures assignment by the Company to act (each a “Good Reason Condition”)Employee of duties or responsibilities which are materially inconsistent with his duties or responsibilities under this Agreement, provided (i) the Employee provides written notice to the Company of the occurrence of the Good Reason Condition within ten (10) business days after the Employee has knowledge of the Good Reason Condition; or (ii) the Company fails any material reduction of any employee benefit or perquisite enjoyed by Employee other than as a part of an across- the-board reduction applicable to notify the Employee all executive officers of the Company’s intended method , except that such across-the-board reduction shall not include the Base Salary referred to herein, which the Employee is entitled to receive hereunder and thereunder during the Term of correction Employment, or (iii) the failure by the Company to pay Employee, on a timely basis, the amounts to which he is entitled to receive under this Agreement, which failure or breach is not cured by the Company within thirty (30) business days after the Company receives Employee’s notice, or the Company fails to correct the Good Reason Condition within thirty (30) business days after such following receipt of notice thereof from Employee notice; and (iii) the Employee resigns within ten (10) business days after the end of the 30-business-day period specified in (ii): (a) A material diminution in Employee’s duties; (b) The failure to elect or reelect Employee as Vice President or other officer of the Company (unless such failure is related in any way to the Company’s decision to terminate Employee for cause); , or (civ) The the failure of by the Company to continue to provide Employee with office spaceperform, related facilities and support personnel (including, but not limited to, administrative and secretarial assistance) within the Company’s principal executive offices commensurate with his responsibilities to, and position within, the Company; (d) A material reduction or any breach by the Company in the amount of Employee’s base salary of, its material obligations under this Agreement, which failure or the discontinuation or material reduction breach is not cured by the Company within sixty (60) days following receipt of Employee’s participation at the same level of eligibility as compared notice thereof from Employee to other peer employees in any incentive compensation, additional compensation, benefits, policies or perquisites subject to Employee understanding that such reduction(s) shall be permissible if the change applies in a similar way to other peer level employees; (e) The relocation of the Company’s principal executive offices or Employee’s place of work . In the event the Employee terminates his employment for Good Reason, the Employee shall receive the Base Salary and benefits to a location requiring a change of more than fifty (50) miles in Employee’s daily commute; or (f) Any other action or inaction which he would have been entitled had he been terminated by the Company that constitutes a material breach without cause under Section 3(a)(ii) of this Employment the Agreement.

Termination by Employee for Good Reason. Employee may terminate this Agreement and declare this Agreement to have been terminated “"without cause” " by the Company (and, therefore, for “"Good Reason”") upon the occurrence, without Employee’s 's consent, of any of the following acts by the Company, or failures by the Company to act (each a “"Good Reason Condition”"), provided (i) the Employee provides written notice to the Company of the occurrence of the Good Reason Condition within ten (10) business days after the Employee has knowledge of the Good Reason Condition; (ii) the Company fails to notify the Employee of the Company’s 's intended method of correction within thirty (30) business days after the Company receives Employee’s 's notice, or the Company fails to correct the Good Reason Condition within thirty (30) business days after such Employee notice; and (iii) the Employee resigns within ten (10) business days after the end of the 30-business-day period specified in (ii): (a) A material diminution in Employee’s 's duties; (b) The failure to elect or reelect Employee as Vice President or other officer of the Company (unless such failure is related in any way to the Company’s 's decision to terminate Employee for cause); (c) The failure of the Company to continue to provide Employee with office space, related facilities and support personnel (including, but not limited to, administrative and secretarial assistance) within the Company’s 's principal executive offices commensurate with his responsibilities to, and position within, the Company; (d) A material reduction by the Company in the amount of Employee’s 's base salary or the discontinuation or material reduction by the Company of Employee’s 's participation at the same level of eligibility as compared to other peer employees in any incentive compensation, additional compensation, benefits, policies or perquisites subject to Employee understanding that such reduction(s) shall be permissible if the change applies in a similar way to other peer level employees; (e) The relocation of the Company’s 's principal executive offices or Employee’s 's place of work to a location requiring a change of more than fifty (50) miles in Employee’s 's daily commute; or (f) Any other action or inaction by the Company that constitutes a material breach of this Employment Agreement.

Termination by Employee for Good Reason. Employee may shall have the right to terminate this Agreement and declare this Agreement to have been terminated “without cause” by her employment with the Company Employer for "good reason" (and, therefore, for “Good Reason”) upon the occurrence, without Employee’s consent, of any of the following acts by the Company, or failures by the Company to act (each a “Good Reason Condition”as hereinafter defined), provided (i) that Employee shall have given the Employee provides Employer written notice of Employee's decision to terminate her employment (specifying the Company of alleged "good reason" in reasonable detail) and, if it is possible to cure, the occurrence of Employer shall not have cured the Good Reason Condition within ten (10) business days after the Employee has knowledge of the Good Reason Condition; (ii) the Company fails to notify the Employee of the Company’s intended method of correction same within thirty (30) business days after the Company receives Employee’s receipt of such notice, or the Company fails to correct the Good Reason Condition or, if cure cannot be fully accomplished within thirty (30) business days, the Employer shall not have commenced cure within thirty (30) days after receipt of such Employee notice; notice and (iii) cured the Employee resigns within ten (10) business days after the end alleged "good reason" as soon as possible thereafter. For purposes of the 30-business-day period specified in (ii): foregoing, "good reason" shall mean (a) A material the assignment to Employee of duties inconsistent with, or the diminution of, Employee's positions, titles, offices, duties, responsibilities or status with the Employer as a senior executive officer, or a change without good cause in Employee’s duties; 's reporting responsibilities, or any removal of Employee from any positions, titles or offices specified in this Agreement and held by the Employee, (b) The failure to elect or reelect Employee as Vice President or other officer of the Company (unless such failure is related a reduction in any way to the Company’s decision to terminate Employee for cause); Employee's Base Salary, (c) The failure of the Company to continue to provide Employee with office space, related facilities and support personnel (including, but not limited to, administrative and secretarial assistance) within the Company’s principal executive offices commensurate with his responsibilities to, and position within, the Company; (d) A material reduction by the Company in the amount of Employee’s base salary or the discontinuation or material reduction by the Company of Employee’s participation at the same level of eligibility as compared to other peer employees in any incentive compensation, additional compensation, benefits, policies or perquisites subject to Employee understanding that such reduction(s) shall be permissible if the change applies in a similar way to other peer level employees; (e) The relocation of the Company’s principal executive offices or Employee’s place of work to a location requiring a change of more than fifty (50) miles in Employee’s daily commute; or (f) Any other action or inaction by the Company that constitutes a Employer's material breach of this Employment Agreement, (d) the relocation of Employee's principal place of employment to a location that is more than twenty-five (25) miles from both LaFox, Illinois and Employee's then principal residence, (e) Employee being required to report to someone other the CEO or Board of Directors, and (f) the Employer's failure to implement Employee's reasonable initiatives and plans developed pursuant to her responsibilities and duties set forth in Section 1.03.

Termination by Employee for Good Reason. Following Corporate ----------------------------------------------------------- Transaction. At any time following a Corporate Transaction (as defined below) ----------- and without limitation of Employee's rights under Section 3(d) above, Employee may terminate the Period of Employment for Good Reason (as defined below) on not less than two (2) weeks written notice to the Company. In the event of a termination by Employee for Good Reason pursuant to this Agreement and declare this Agreement to have been terminated “without cause” by Section 3(f), the Company shall retain Employee as a consultant to the Company for a period commencing on the date of such termination and continuing for two (and, therefore, 2) years thereafter (in lieu of the Consultancy Period set forth in Section 3(e)) for “the compensation and benefits and subject to all of the terms set forth in Section 3(e) above (other than the term for such consultancy services. A termination by Employee shall be deemed to be for "Good Reason”" if: (i) upon there is an assignment to the occurrence, without Employee’s consent, Employee of any of duties materially inconsistent with or which constitute a material change in the following acts by Employee's position, duties, responsibilities, or status with the Company, or failures by a material change in the Company to act (each Employee's position, duties, responsibilities, or status with the Company, or a “Good Reason Condition”)material change in the Employee's reporting responsibilities, provided (i) title, or offices; or removal of the Employee provides written notice from or failure to reflect the Company Employee to any of such positions, except in connection with the termination of the occurrence Period of the Good Reason Condition within ten (10) business days after the Employee has knowledge of the Good Reason ConditionEmployment for Cause, or due to disability or death; (ii) the Company fails to notify the Employee of the Company’s intended method of correction within thirty (30) business days after the Company receives Employee’s notice, or the Company fails to correct the Good Reason Condition within thirty (30) business days after such Employee notice; and (iii) the Employee resigns within ten (10) business days after the end of the 30-business-day period specified in (ii): (a) A material diminution in Employee’s duties; (b) The failure to elect or reelect Employee as Vice President or other officer of the Company (unless such failure there is related in any way to the Company’s decision to terminate Employee for cause); (c) The failure of the Company to continue to provide Employee with office space, related facilities and support personnel (including, but not limited to, administrative and secretarial assistance) within the Company’s principal executive offices commensurate with his responsibilities to, and position within, the Company; (d) A material a reduction by the Company in the amount of Employee’s base 's annual salary or the discontinuation or material then in effect other than a reduction by the Company of Employee’s participation at the same level of eligibility as compared similar in percentage to other peer a reduction generally applicable to similarly situated employees in any incentive compensation, additional compensation, benefits, policies or perquisites subject to Employee understanding that such reduction(s) shall be permissible if the change applies in a similar way to other peer level employees; (e) The relocation of the Company’s principal executive offices ; or (iii) the Company acts in any way that would materially and adversely affect the Employee’s place 's participation in or materially reduce the Employee's benefit under any benefit plan of work the Company in which the Employee is participating or deprive the Employee of any material fringe benefit enjoyed by the Employee except those changes generally affecting similarly situated employees of the Company. For purposes of this Agreement, a "Corporate Transaction" shall include any of the following transactions to which the Company is a location requiring party: (i) a change of merger or consolidation in which the Company is not the surviving entity and securities representing more than fifty percent (50%) miles in Employee’s daily commuteof the total combined voting power of the Company's outstanding securities are transferred to holder different from those who held such securities immediately prior to such merger; or (fii) Any the sale, transfer or other action disposition of all or inaction by substantially all of the assets of the Company that constitutes in liquidation or dissolution of the Company; or (iii) any reverse merger in which the Company is the surviving entity but in which securities representing more than fifty percent (50%) of the total combined voting power of the Company's outstanding securities are transferred to holders different from those who held such securities immediately prior to such merger. In addition, a material breach Corporate Transaction shall also include a Change of this Employment AgreementControl as such is defined in the Option Plan.

Termination by Employee for Good Reason. Subject to Section 3.2, Employee may terminate this Agreement and declare this Agreement to have been terminated “without cause” by the Company his employment obligation hereunder (and, therefore, but not his obligations under Article IV hereof) for “Good Reason”” (as hereinafter defined) upon the occurrence, without Employee’s consent, of any of the following acts by the Company, or failures by the Company to act (each a “Good Reason Condition”), provided (i) the if Employee provides gives written notice thereof to the Company of the occurrence of the Good Reason Condition within ten (10) business days after the Employee has knowledge of the Good Reason Condition; (ii) the Company fails to notify the Employee of the Company’s intended method of correction within thirty (30) business days after of the event (s)he deems to constitute Good Reason (which notice shall specify the grounds upon which such notice is given) and the Company receives Employee’s noticefails, or the Company fails to correct the Good Reason Condition within thirty (30) business days after of receipt of such notice, to cure or rectify the grounds for such Good Reason termination set forth in such notice. “Good Reason” shall mean any of the following; (i) a material violation by the Company of this Agreement; (ii) if such Employee noticeis an executive officer of the Company, demotion of the Employee, without the Employee’s prior consent, to a position that does not include significant managerial responsibilities; and (iii) the Employee resigns within ten (10) business days after the end reduction of the 30-business-day period specified in (ii): (a) A material diminution in Employee’s duties; then-current material responsibilities, which shall include but are not limited to (bA) The failure to elect or reelect Employee as Vice President or the management of internal and outside legal counsel, (B) the oversight and management of litigation, intellectual property, regulatory and transactional matters, (C) corporate secretarial functions, if and when assumed, and (D) corporate governance and compliance matters; (iv) reduction in the Employee’s base salary, other officer of the Company (unless such failure is related than in any way connection with, and substantially proportionate to, a general salary reduction program that applies to the Company’s decision to terminate Employee for cause); similar class of officers or employees; or (cv) The failure a relocation of the Company that requires the Employee to continue commute to provide Employee with an office space, related facilities and support personnel that is more than sixty (including, but not limited to, administrative and secretarial assistance60) within miles away from the Company’s principal executive offices commensurate with his responsibilities to, and position within, the Company; (d) A material reduction by the Company in the amount of Employee’s base salary or the discontinuation or material reduction by the Company of Employee’s participation at the same level of eligibility as compared to other peer employees in any incentive compensation, additional compensation, benefits, policies or perquisites subject to Employee understanding that such reduction(s) shall be permissible if the change applies in a similar way to other peer level employees; (e) The relocation of the Company’s principal executive offices or Employee’s then current place of work to a location requiring a change of more than fifty (50) miles in Employee’s daily commute; or (f) Any other action or inaction by the Company that constitutes a material breach of this Employment Agreementemployment.

Termination by Employee for Good Reason. Employee may EMPLOYEE shall have the right to terminate this Agreement and declare this Agreement upon 30 days notice to have been terminated “without cause” Company for Good Reason, which shall not be affected by the EMPLOYEE's incapacity due to physical or mental illness. The EMPLOYEE's continued employment shall not constitute consent to, or a waiver of rights with respect to, any circumstance constituting Good Reason hereunder though EMPLOYEE shall provide notice to the Company (and, therefore, for “Good Reason”) upon within 60 days of such material adverse change constituting GOOD REASON. GOOD REASON shall mean the occurrence, without Employee’s the EMPLOYEE's express written consent, of any of the following acts circumstances unless, in the case of paragraphs (i) through (iv), such circumstances are fully corrected prior to the Date of Termination specified in the Notice of Termination given in respect thereof which shall be no less than twenty (20) days: (i) the assignment to the EMPLOYEE of any significant duties materially inconsistent with the EMPLOYEE's status as a senior executive officer of the Company or a materially adverse alteration in the nature or status of the EMPLOYEE's responsibilities; (ii) the relocation of the Company's principal executive offices to a location outside the Metropolitan New York area or the Company's requiring the EMPLOYEE to be based anywhere other than the Company's principal executive offices, excluding required travel on the Company's business to an extent materially consistent with the EMPLOYEE's present business travel obligations; (iii) the act by the Company, or failures without the EMPLOYEE's consent, to reduce by the Company to act (each a “Good Reason Condition”), provided (i) the Employee provides written notice to the Company more than 20% any portion of the occurrence of the Good Reason Condition within ten (10) business days after the Employee has knowledge of the Good Reason Condition; (ii) the Company fails EMPLOYEE's current compensation except pursuant to notify the Employee of the Company’s intended method of correction within thirty (30) business days after the Company receives Employee’s notice, or the Company fails to correct the Good Reason Condition within thirty (30) business days after such Employee notice; and (iii) the Employee resigns within ten (10) business days after the end of the 30an across-businessthe-day period specified in (ii): (a) A material diminution in Employee’s duties; (b) The failure to elect or reelect Employee as Vice President or other officer board compensation deferral similarly affecting all senior executives of the Company (unless such failure is related and all senior executives of any person in any way to the Company’s decision to terminate Employee for cause); (c) The failure control of the Company to continue to provide Employee with office space, related facilities and support personnel (including, but not limited to, administrative and secretarial assistance) within the Company’s principal executive offices commensurate with his responsibilities to, and position within, the Company; (div) A the material reduction by the Company in the amount of Employee’s base salary or the discontinuation or material reduction breach by the Company of Employee’s participation at the same level of eligibility as compared to other peer employees in any incentive compensation, additional compensation, benefits, policies or perquisites subject to Employee understanding that such reduction(s) shall be permissible if the change applies in a similar way to other peer level employees; (e) The relocation of the Company’s principal executive offices or Employee’s place of work to a location requiring a change of more than fifty (50) miles in Employee’s daily commute; or (f) Any other action or inaction by the Company that constitutes a material breach term of this Employment Agreement.

Termination by Employee for Good Reason. Employee may terminate this Agreement and declare Notwithstanding anything contained in Section 3 of this Agreement to have been terminated “without cause” by the Company (andcontrary, therefore, for “Employee may voluntarily terminate his employment following the occurrence of events constituting "Good Reason”) upon the occurrence" for his voluntary termination of employment. For purposes of this Agreement, without Employee’s consent, of any of the following acts by the Company, or failures by the Company to act (each a “"Good Reason Condition”), provided Reason" is defined as: (i) the Employee provides written notice to the Company of the occurrence of the Good Reason Condition within ten a material reduction (greater than 10%) business days after the Employee has knowledge of the Good Reason Conditionin Employee's annual base salary; (ii) the Company fails to notify the Employee of the Company’s intended method of correction within thirty (30) business days after the Company receives Employee’s notice, or the Company fails to correct the Good Reason Condition within thirty (30) business days after such Employee notice; and (iii) the Employee resigns within ten (10) business days after the end of the 30-business-day period specified in (ii): (a) A material diminution a change in Employee’s duties; (b) The failure to elect or reelect Employee as Vice President or other officer of the Company (unless such failure is related in any way to the Company’s decision to terminate Employee for cause); (c) The failure of the Company to continue to provide Employee with office space, related facilities and support personnel (including, but not limited to, administrative and secretarial assistance) within the Company’s principal executive offices commensurate with his responsibilities to, and position within, the Company; (d) A material reduction by the Company in the amount of Employee’s base salary or the discontinuation or material reduction by the Company of Employee’s participation at the same level of eligibility as compared to other peer employees in any incentive compensation, additional compensation, benefits, policies or perquisites subject to Employee understanding that such reduction(s) shall be permissible if the change applies in a similar way to other peer level employees; (e) The relocation of the Company’s principal executive offices or Employee’s place of 's work location to a work location requiring a change of more than fifty (50) miles from Employee's initial work location, except for required travel on the Company's business to an extent consistent with Employee's position and then current business travel obligations; (iii) an assignment to any duties inconsistent in any material adverse respect with Employee’s daily commute; or (f) Any 's position, duties or responsibilities, other action or inaction than an insubstantial and inadvertent act that is remedied by the Company that constitutes a promptly after receipt of notice thereof given by Employee; or (iv) the failure by the Company to continue any material benefit or compensation plan in which Employee is participating unless Employee is provided with comparable benefits; (v) the material breach by the Company of any of the terms or conditions set forth in this Agreement, after written notice and a ten (10) day opportunity to cure has been given to the Company; or (vi) the Company fails to grant either the options to purchase 50,000 shares of the Company's common stock referred to in Section 5(c) below within ninety (90) days of the date of this Employment AgreementAgreement or the options to purchase an additional 25,000 shares of Company common stock referred to in such Section within ninety (90) days of the date on which such options are earned pursuant to such Section. In the event that Employee terminates his employment for Good Reason, such termination shall be deemed to be a termination by the Company without cause and Employee will be entitled to receive the payments specified in Section 4(b), above.

Termination by Employee for Good Reason. Employee may terminate this Agreement and declare this Agreement to have been terminated “without cause” by the Company (and, therefore, for “Good Reason”) upon the occurrence, without Employee’s consent, of any of the following acts by the Company, or failures by the Company to act (each a “Good Reason Condition”), provided (i) the Employee provides written notice to the Company of the occurrence of the Good Reason Condition within ten (10) business days after the Employee has knowledge of the Good Reason Condition; (ii) the Company fails to notify the Employee of the Company’s intended method of correction within thirty (30) business days after the Company receives Employee’s notice, or the Company fails to correct the Good Reason Condition within thirty (30) business days after such Employee notice; and (iii) the Employee resigns within ten (10) business days after the end of the 30-business-day period specified in (ii): (a) A material diminution in Employee’s duties; (b) The failure to elect or reelect Employee as Vice President or other officer President, North America of the Company (unless such failure is related in any way to the Company’s decision to terminate Employee for cause); (c) The failure of the Company to continue to provide Employee with office space, related facilities and support personnel (including, but not limited to, administrative and secretarial assistance) within the Company’s principal executive offices commensurate with his her responsibilities to, and position within, the Company; (d) A material reduction by the Company in the amount of Employee’s base salary or the discontinuation or material reduction by the Company of Employee’s participation at the same level of eligibility as compared to other peer employees in any incentive compensation, additional compensation, benefits, policies or perquisites subject to Employee understanding that such reduction(s) shall be permissible if the change applies in a similar way to other peer level employees; (e) The relocation of the Company’s principal executive offices or Employee’s place of work at the Company’s St. Xxxx, Minnesota offices to a location requiring a change of more than fifty (50) miles in Employee’s daily commute; or (f) Any other action or inaction by the Company that constitutes a material breach of this Employment Agreement.

Termination by Employee for Good Reason. Employee may terminate this Agreement and declare this Agreement to have been terminated “without cause” by the Company (and, therefore, Employee’s employment at any time for “Good Reason”, which for purposes of this Agreement, shall mean: (a) upon the occurrence, without assignment to the Employee of any duties inconsistent in any material respect with the Employee’s consentposition (including status, offices, titles and reporting requirements), authority, duties or responsibilities as contemplated by Section 1 of this Agreement, or any of the following acts other action by the Company which results in a diminution in such position, authority, duties or responsibilities, excluding for this purpose any act which is remedied by the Company within 14 days after the Company’s receipt of notice thereof given by the Employee, or failures which recurs (i.e., the same or substantially similar matter which has been cured after written notice from Employee occurs again within the succeeding twelve month period); (b) any failure by the Company to act (each a “Good Reason Condition”), provided (i) comply with any of the Employee provides written notice to provisions of this Agreement in any material respect and which failure is not remedied by the Company of the occurrence of the Good Reason Condition within ten (10) business 14 days after the Company’s receipt of notice thereof given by the Employee has knowledge of the Good Reason Conditionor which recurs; (iic) the Company fails to notify the Employee of the Company’s intended method of correction requiring the Employee to be based at any office or location other than as provided in Section 1.2(c) hereof, which is not remedied by the Company within thirty (30) business 14 days after the Company receives Company’s receipt of notice thereof given by the Employee’s notice, or the Company fails to correct the Good Reason Condition within thirty (30) business days after such Employee noticewhich recurs; and (iii) the Employee resigns within ten (10) business days after the end of the 30-business-day period specified in (ii): (a) A material diminution in Employee’s duties; (b) The failure to elect or reelect Employee as Vice President or other officer of the Company (unless such failure is related in any way to the Company’s decision to terminate Employee for cause); (c) The failure of the Company to continue to provide Employee with office space, related facilities and support personnel (including, but not limited to, administrative and secretarial assistance) within the Company’s principal executive offices commensurate with his responsibilities to, and position within, the Company; (d) A the material reduction by the Company in the amount of Employee’s base salary or the discontinuation or material reduction breach by the Company of Employeeany of its other material obligations under this Agreement, which breach is not cured by the Company within 14 days after the Company’s participation at receipt of notice thereof given by the same level of eligibility as compared to other peer employees in any incentive compensation, additional compensation, benefits, policies Employee or perquisites subject to Employee understanding that such reduction(s) shall be permissible if the change applies in a similar way to other peer level employees; which recurs; or (e) The relocation of the failure if the Company’s principal executive offices or Employeeshareholders to approve the Additional Bonus Plan as described in Section 2.1(b)(ii)b and/or the Company’s place of work to a location requiring a change of more than fifty (50) miles Second Amended and Restated 2004 Omnibus Stock Incentive Plan as described in EmployeeSection 2.4, in conjunction with the Company’s daily commute; or (f) Any other action or inaction by the Company that constitutes a material breach of this Employment Agreement2007 annual shareholder meeting.

Termination by Employee for Good Reason. Employee may terminate this Agreement voluntarily elect to resign his employment with the Company prior to the end of the Term for Good Reason (as hereinafter defined) upon giving the Company ninety (90) calendar days’ advance notice in writing of such termination. In the event of Employee’s Separation from Service for Good Reason, and declare this Agreement subject to have been terminated “without cause” the provisions of Section 9 below, Employee shall be entitled to receive the payments or benefits set forth in Section 8(a) as if such Separation from Service was as a result of Employee’s termination by the Company (and, therefore, for “without Cause. "Good Reason”) upon the occurrence, without Employee’s consent, of " shall mean any of the following acts by the Company, or failures by the Company to act (each a “Good Reason Condition”), provided that are undertaken without Employee’s express written consent: (i) the assignment to Employee provides of principal duties or responsibilities, or the substantial reduction of Employee’s duties and responsibilities, either of which is materially inconsistent with Employee’s position as President and Chief Executive Officer of the Company; (ii) a material reduction by the Company in Employee’s annual Base Salary, except to the extent the salaries of other executive employees of the Company are similarly reduced; (i) Employee’s principal place of business is, without his consent, relocated by a distance of more than forty (40) miles from the center of San Francisco; and (iii) any material breach by the Company of any provision of this Agreement. Employee must provide written notice to the Company of the occurrence of the Good Reason Condition within ten (10) business days after the Employee has knowledge any of the Good Reason Condition; foregoing events or conditions without Employee’s written consent within ninety (ii90) the Company fails to notify the Employee days of the Company’s intended method occurrence of correction within such event. The Company or any surviving entity shall have a period of thirty (30) business days to cure such event or condition after the Company receives receipt of written notice of such event from Employee. Any Separation from Service by reason of Employee’s notice, or the Company fails to correct the resignation for Good Reason Condition within following such thirty (30) business days after such Employee notice; and day cure period must occur no later than the date that is six (iii6) months following the Employee resigns within ten (10) business days after the end initial occurrence of one of the 30-business-day period specified in (ii): (a) A material diminution in foregoing events or conditions without Employee’s duties; (b) The failure to elect or reelect Employee as Vice President or other officer of the Company (unless such failure is related in any way to the Company’s decision to terminate Employee for cause); (c) The failure of the Company to continue to provide Employee with office space, related facilities and support personnel (including, but not limited to, administrative and secretarial assistance) within the Company’s principal executive offices commensurate with his responsibilities to, and position within, the Company; (d) A material reduction by the Company in the amount of written consent. Employee’s base salary or the discontinuation or material reduction Separation from Service by the Company reason of Employee’s participation at the same level of eligibility as compared to other peer employees in any incentive compensation, additional compensation, benefits, policies or perquisites subject to Employee understanding that such reduction(s) his resignation for Good Reason shall be permissible if the change applies in a similar way to other peer level employees; (e) The relocation of the Company’s principal executive offices or Employee’s place of work to a location requiring a change of more than fifty (50) miles in Employee’s daily commute; or (f) Any other action or inaction by the Company that constitutes a material breach of this Employment Agreementtreated as involuntary.

Termination by Employee for Good Reason. Employee may terminate this Agreement Employee’s employment for Good Reason if all of the following conditions are satisfied: (i) Employee gives the Company a written notice of termination for Good Reason, which describes in reasonable detail the condition claimed to constitute Good Reason, within thirty (30) calendar days of the initial existence of the condition claimed to constitute Good Reason; (ii) the Company does not remedy the condition within thirty (30) calendar days of the Company’s receipt of Employee’s written notice of termination (the “Good Reason Cure Period”); and declare this Agreement (iii) Employee gives the Company a second written notice of termination within thirty (30) calendar days following the expiration of the Good Reason Cure Period. If Employee does not provide the notice of termination for Good Reason as described in subpart (i) of the preceding sentence within thirty (30) days of the first occurrence of the applicable grounds, then Employee will be deemed to have been terminated “without cause” by the Company (andwaived Employee’s right to terminate for Good Reason with respect to such grounds. For purposes of this Agreement, therefore, for “Good Reason”) upon ” means the occurrence, without Employee’s written consent, of any of the following acts by the Company, or failures by the Company to act (each A) a “Good Reason Condition”), provided (i) the Employee provides written notice to the Company of the occurrence of the Good Reason Condition within ten (10) business days after the Employee has knowledge of the Good Reason Condition; (ii) the Company fails to notify the Employee of the Company’s intended method of correction within thirty (30) business days after the Company receives Employee’s notice, or the Company fails to correct the Good Reason Condition within thirty (30) business days after such Employee notice; and (iii) the Employee resigns within ten (10) business days after the end of the 30-business-day period specified in (ii): (a) A material diminution in Employee’s duties; (b) The failure to elect or reelect Employee as Vice President or other officer of the Company (unless such failure is related in any way to the Company’s decision to terminate Employee for cause); (c) The failure of the Company to continue to provide Employee with office space, related facilities and support personnel (including, but not limited to, administrative and secretarial assistance) within the Company’s principal executive offices commensurate with his responsibilities to, and position within, the Company; (d) A material reduction by the Company in the amount of Employee’s base salary Base Salary; or the discontinuation or (B) a material reduction breach by the Company of this Agreement. In the event Employee terminates Employee’s participation at the same level of eligibility as compared to other peer employees in any incentive compensationemployment for Good Reason, additional compensation, benefits, policies or perquisites subject to Employee understanding that such reduction(s) shall be permissible if the change applies in a similar way to other peer level employees; (e) The relocation of the Company’s principal executive offices obligation to pay and provide Employee compensation and benefits under this Agreement shall immediately terminate, except: (i) the Company will pay or provide Employee the Accrued Obligations; and (ii) subject to Employee’s place compliance with Section 5(j), Section US.350312296.02 – Xxxxxxx X. Xxxxxxx 5(m), Section 6, Section 7, and Section 13 of work this Agreement, the Company will pay or provide Employee the following severance compensation within thirty (30) calendar days after the Release Agreement set forth in Section 5(j) becomes effective: a lump sum amount equal to a location requiring a change the sum of more than fifty (50A) miles in one hundred percent (100%) of Employee’s daily commute; or Base Salary at the highest rate in effect within the six-month period immediately preceding the Employment Termination Date, plus (fB) Any other action or inaction by an amount equal to twelve (12) times the Company that constitutes a material breach COBRA Premium Rate. Payment of the severance compensation set forth in subpart (ii) of the preceding sentence is subject to the terms and conditions of Section 5(j) and Section 10(b) of this Employment Agreement.

Termination by Employee for Good Reason. Employee may shall have the right to terminate his employment under this Agreement and declare for "Good Reason." For the purposes of this Agreement, the term "Good Reason" means any one or more of the following: (i) any significant material adverse change in Employee's duties or responsibilities under this Agreement to have been terminated “without cause” by or the Company (and, therefore, for “Good Reason”) upon the occurrence, without Employee’s consent, of any of the following acts by the Company, or failures assignment by the Company to act (each a “Good Reason Condition”)Employee of duties or responsibilities which are materially inconsistent with his duties or responsibilities under this Agreement, provided (i) the Employee provides written notice to the Company of the occurrence of the Good Reason Condition within ten (10) business days after the Employee has knowledge of the Good Reason Condition; or (ii) the Company fails any material reduction of any employee benefit or perquisite enjoyed by Employee other than as a part of an across- the-board reduction applicable to notify the Employee all executive officers of the Company’s intended method , except that such across-the-board reduction shall not include the Base Salary or the Guaranteed Bonus referred to herein, which the Employee is entitled to receive hereunder and thereunder during the Term of correction Employment, or (iii) the failure by the Company to pay Employee, on a timely basis, the amounts to which he is entitled to receive under this Agreement, which failure or breach is not cured by the Company within thirty (30) business days after the Company receives Employee’s notice, or the Company fails to correct the Good Reason Condition within thirty (30) business days after such following receipt of notice thereof from Employee notice; and (iii) the Employee resigns within ten (10) business days after the end of the 30-business-day period specified in (ii): (a) A material diminution in Employee’s duties; (b) The failure to elect or reelect Employee as Vice President or other officer of the Company (unless such failure is related in any way to the Company’s decision to terminate Employee for cause); , or (civ) The the failure of by the Company to continue to provide Employee with office spaceperform, related facilities and support personnel (including, but not limited to, administrative and secretarial assistance) within the Company’s principal executive offices commensurate with his responsibilities to, and position within, the Company; (d) A material reduction or any breach by the Company in the amount of Employee’s base salary of, its material obligations under this Agreement, which failure or the discontinuation or material reduction breach is not cured by the Company within sixty (60) days following receipt of Employee’s participation at the same level of eligibility as compared notice thereof from Employee to other peer employees in any incentive compensation, additional compensation, benefits, policies or perquisites subject to Employee understanding that such reduction(s) shall be permissible if the change applies in a similar way to other peer level employees; (e) The relocation of the Company’s principal executive offices or Employee’s place of work . In the event the Employee terminates his employment for Good Reason, the Employee shall receive the Base Salary, Guaranteed Bonus, and benefits to a location requiring a change of more than fifty (50) miles in Employee’s daily commute; or (f) Any other action or inaction which he would have been entitled had he been terminated by the Company that constitutes a material breach without cause under Section 3(a)(ii) of this Employment the Agreement.

Termination by Employee for Good Reason. Employee may terminate this Agreement and declare this Agreement to have been terminated “without cause” by the Company (and, therefore, Employee's employment hereunder for “Good Reason”. For purposes of this Agreement, "Good Reason" shall mean (A) upon the occurrence, without Employee’s consent, of any failure of the following acts by the Company, Board of Directors to continue to recommend or failures by the Company to act (each a “Good Reason Condition”), provided (i) the Employee provides written notice to the Company of the occurrence of the Good Reason Condition within ten (10) business days after the Employee has knowledge of the Good Reason Condition; (ii) the Company fails to notify the Employee of the Company’s intended method of correction within thirty (30) business days after the Company receives Employee’s noticeelect, or the Company fails to correct the Good Reason Condition within thirty (30) business days after such Employee notice; and (iii) the Employee resigns within ten (10) business days after the end of the 30-business-day period specified in (ii): (a) A material diminution in Employee’s duties; (b) The failure to elect or reelect Employee as Vice President or other officer of the Company (unless such failure is related in any way to the Company’s decision to terminate Employee for cause); (c) The failure stockholders of the Company to continue to provide elect, Employee with office spaceas a director of the Company throughout the term of Employee's employment hereunder, related facilities or the failure of the Board of Directors to elect Employee or continue to elect Employee to the Executive Committee of the Board, provided that if Employee is not so continued, the Company shall be entitled to cure such failure within thirty (30) days after Employee ceases to serve as a director or a member of the Executive Committee, as the case may be, (B) any assignment to Employee of any material duties other than those contemplated by, or any limitation of Employee's powers or in any respect not contemplated by, paragraph 2 hereof, provided that Employee first deliver written notice thereof to the Chairman of the Board of Directors of the Company and support personnel the Company shall have failed to cure such non-permitted assignment or limitation within thirty (including30) days after receipt of such written notice, but not limited to(C) a reduction in Employee's rate of compensation, administrative and secretarial assistance) within or a material reduction in Employee's fringe benefits (other than a material reduction in fringe benefits generally applicable to senior executives of the Company’s principal executive offices commensurate with his responsibilities to, and position within, the Company; (d) A or any other material reduction failure by the Company in to perform any of its material obligations hereunder, provided that Employee first deliver written notice thereof to the amount Chairman of Employee’s base salary or the discontinuation or material reduction by Board of the Company and the Company shall not have cured such reduction or failure within thirty (30) days after receipt of Employee’s participation at such written notice, or (D) the same level of eligibility as compared to other peer employees in any incentive compensation, additional compensation, benefits, policies or perquisites subject to Employee understanding that such reduction(s) shall be permissible if the change applies in a similar way to other peer level employees; (e) The relocation of the Company’s Company relocates its principal executive offices or Employee’s place of work business to a location requiring place whose distance is further than a change of more than fifty (50i) miles in Employee’s daily commute; or 75-mile radius from Coral Gables, Florida or (fii) Any other action or inaction by the Company that constitutes a material breach of this Employment Agreement75-mile radius from New York, New York.

Termination by Employee for Good Reason. Subject to Section 3.2, Employee may terminate this Agreement and declare this Agreement to have been terminated “without cause” by the Company his employment obligation hereunder (and, therefore, but not his obligations under Article IV hereof) for “Good Reason”” (as hereinafter defined) if Employee gives written notice thereof to the Company within thirty (30) days of the event he deems to constitute Good Reason (which notice shall specify the grounds upon which such notice is given) and the occurrenceCompany fails, without Employee’s consentwithin thirty (30) days of receipt of such notice, to cure or rectify the grounds for such Good Reason termination set forth in such notice. If the Company fails to cure or rectify the grounds for such Good Reason termination set forth in the notice provided above within thirty (30) days of receipt of such notice, then Employee may terminate his employment under this Section 3.1(b) any time within thirty (30) days following such failure. “Good Reason” shall mean any of the following acts by following: (i) relocation of Employee’s principal workplace over sixty (60) miles from the Company’s existing workplaces without the consent of Employee (which consent shall not be unreasonably withheld, delayed or conditioned), (ii) after the Transition Period, Employee is demoted from the position of Chief Executive Officer or President of the Company, (iii) after the Transition Period, a material diminution in the Employee’s authority, duties or failures by the Company to act (each a “Good Reason Condition”), provided (i) the Employee provides written notice to the Company responsibilities as Chief Executive Officer and President of the occurrence of the Good Reason Condition within ten Company, (10) business days after the Employee has knowledge of the Good Reason Condition; (iiiv) the Company fails to notify nominate Employee to serve as a director in connection with any annual or special meeting of stockholders at which stockholders will vote on the election of directors or, if elected as a director, the Board fails to elect the Employee of as Chairman, or (v) the Company’s intended method material breach of correction this Agreement which is not cured within thirty (30) business days after the Company receives Employee’s notice, or the Company fails to correct the Good Reason Condition within thirty (30) business days after such Employee notice; and (iii) the Employee resigns within ten (10) business days after the end of the 30-business-day period specified in (ii): (a) A material diminution in Employee’s duties; (b) The failure to elect or reelect Employee as Vice President or other officer of the Company (unless such failure is related in any way to the Company’s decision to terminate Employee for cause); (c) The failure of the Company to continue to provide Employee with office space, related facilities and support personnel (including, but not limited to, administrative and secretarial assistance) within the Company’s principal executive offices commensurate with his responsibilities to, and position within, the Company; (d) A material reduction receipt by the Company in the amount from Employee of Employee’s base salary or the discontinuation or material reduction by the Company written notice of Employee’s participation at the same level of eligibility as compared to other peer employees in any incentive compensation, additional compensation, benefits, policies or perquisites subject to Employee understanding that such reduction(s) shall be permissible if the change applies in a similar way to other peer level employees; (e) The relocation of the Company’s principal executive offices or Employee’s place of work to a location requiring a change of more than fifty (50) miles in Employee’s daily commute; or (f) Any other action or inaction by the Company that constitutes a material breach of this Employment Agreementbreach.

Termination by Employee for Good Reason. If Employee may terminate this Agreement and declare this Agreement to have been terminated “without cause” by terminates his employment with the Company (and, therefore, for “Good Reason”) upon , Employee shall continue to receive his Base Salary for the occurrence, without Employee’s consent, of any remainder of the following acts by Initial Term (or, if applicable, the Companythen-current Renewal Term, or failures by as defined below). If the Company to act (each a “Employee terminates his employment for Good Reason Condition”)during the Initial Term, provided Employee shall further be entitled to bonus payments equal to the Guaranteed Amount for each year remaining in the Initial Term. Employee agrees not to terminate his employment for Good Reason unless (i) Employee has given the Employee provides Company at least 30 days’ prior written notice of his intent to terminate this employment for Good Reason, which notice shall specify the Company of the occurrence of the facts and circumstances constituting Good Reason Condition within ten (10) business days after the Employee has knowledge of the Good Reason Condition; Reason, and (ii) the Company fails has not remedied such facts and circumstances constituting Good Reason within such 30 day period. For purposes of this Employment Contract, “Good Reason” means (1) any failure by the Company to notify comply with its obligations under section 3 hereof; (2) any material breach by the Company of this Agreement, the Asset Purchase Agreement or any other agreement between Employee and the Company; (3) relocation of Employee’s place of employment more than 75 miles from the Company’s intended method of correction within thirty present headquarters; or (304) business days after a significant and material reduction, made without the Company receives Employee’s noticeconsent, or the Company fails to correct the Good Reason Condition within thirty (30) business days after such Employee notice; and (iii) the Employee resigns within ten (10) business days after the end of the 30-business-day period specified in (ii): (a) A material diminution in Employee’s duties; position, authority, duties or responsibilities as contemplated in section 2 hereof; provided, however, that such reduction as described in subsection (bd)(4) The failure shall constitute Good Reason only if Employee has, prior to elect or reelect Employee as Vice President or other officer of the Company (unless such failure is related in any way to the Company’s decision to terminate Employee for cause); (c) The failure of the Company to continue to provide Employee with office spacereduction, related facilities consistently performed his duties and support personnel responsibilities at a performance and quality level (including, but not limited to, administrative in terms of productivity, business results, teamwork with other senior management, and secretarial assistance) within cooperation with the Company’s principal executive offices commensurate with his responsibilities to, and position within, the Company; (dbusiness strategies) A material reduction by the Company in the amount reasonably expected of Employee’s base salary or the discontinuation or material reduction by the Company of Employee’s participation at the same level of eligibility as compared to other peer employees in any incentive compensation, additional compensation, benefits, policies or perquisites subject to Employee understanding that such reduction(s) shall be permissible if the change applies in a similar way to other peer level employees; (e) The relocation an Executive Vice President of the Company’s principal executive offices or Employee’s place of work to a location requiring a change of more than fifty (50) miles in Employee’s daily commute; or (f) Any other action or inaction by the Company that constitutes a material breach of this Employment Agreement.

Termination by Employee for Good Reason. Without limiting the ability of the Employee to terminate his employment pursuant to Section 6(b) hereof, within the Change of Control Period, the Employee may also terminate this Agreement and declare this Agreement his employment for Good Reason. However, he shall be deemed to have been terminated “without cause” by the Company (and, therefore, his employment for “"Good Reason”" only if he terminates his employment within the Change of Control Period by giving Notice of Termination pursuant to Sections 6(d) upon and 6(e)(3) within one hundred eighty (180) days after the occurrence, without Employee’s consent, Employee has actual notice of the occurrence of any of the following acts by the Company, or failures by events (provided the Company to act (each does not cure such event on a “Good Reason Condition”), provided (i) the Employee provides written notice retroactive basis to the Company of the occurrence of the Good Reason Condition extent possible within ten (10) business days after following its receipt of the Employee's Notice of Termination): (1) The Employee's title, position, authority or responsibilities (including reporting responsibilities and authority) are changed in a materially adverse manner. (2) The Employee's Base Salary is reduced for any reason other than in connection with the termination of his employment. (3) For any reason other than in connection with the termination of the Employee's employment, the Company materially reduces any fringe benefit provided to the Employee has knowledge under Section 5, below the level of the Good Reason Condition; (ii) the Company fails to notify the Employee such fringe benefit provided generally other actively employed similarly situated Employees of the Company’s intended method , unless the Company agrees to fully compensate the Employee for any such material reduction. (4) A transfer of correction within the Employee, without the Employee's express written consent, to a location which is outside the general metropolitan area in which the Employee's principal place of business immediately preceding such transfer is located, or which has a commuting distance greater than the greater of thirty (30) business days after the Company receives Employee’s notice, miles or the Company fails to correct the Good Reason Condition within thirty (30) business days after such Employee notice; and (iii) the Employee resigns within ten (10) business days after the end distance of the 30-business-day period specified in (ii):Employee's previous commute. (a5) A material diminution in Employee’s duties;The Company otherwise materially breaches or is unable to perform its obligations under this Agreement. (b6) The failure to elect or reelect Employee as Vice President or other officer In the event of the sale of substantially all the assets of the Company (unless such failure is related in any way to or the Company’s decision to terminate Employee for cause); (c) The merger, consolidation, or combination of the Company with another entity, the failure of the Company purchaser of such assets or the survivor corporation of such merger, consolidation or combination to continue to provide Employee with office space, related facilities and support personnel (including, but not limited to, administrative and secretarial assistance) within assume the Company’s principal executive offices commensurate with his responsibilities to, and position within, the Company; (d) A material reduction by obligations of the Company in the amount of Employee’s base salary or the discontinuation or material reduction by the Company of Employee’s participation at the same level of eligibility as compared to other peer employees in any incentive compensation, additional compensation, benefits, policies or perquisites subject to Employee understanding that such reduction(s) shall be permissible if the change applies in a similar way to other peer level employees; (e) The relocation of the Company’s principal executive offices or Employee’s place of work to a location requiring a change of more than fifty (50) miles in Employee’s daily commute; or (f) Any other action or inaction by the Company that constitutes a material breach of this Employment Agreementhereunder.

Termination by Employee for Good Reason. Employee may terminate this Agreement and declare this Agreement voluntarily elect to have been terminated “without cause” resign his employment with the Company prior to the end of the Initial Term or any Successive Term for Good Reason (as hereinafter defined). In the event of Employee's Separation from Service for Good Reason at any time during the Initial Term or any Successive Term, then, subject to the provisions of Section 9 below, Employee shall be entitled to receive the payments or benefits set forth in Section 8(a) as if such Separation from Service was as a result of Employee's termination by the Company without Cause during the Initial Term or thereafter (and, therefore, for “as applicable). "Good Reason”) upon the occurrence, without Employee’s consent, of " shall mean any of the following acts that are undertaken without Employee's express written consent: (i) the assignment to Employee of principal duties or responsibilities, or the substantial reduction of Employee's duties and responsibilities, either of which is materially inconsistent with Employee's position as President and Chief Executive Officer of the Company; (ii) a material reduction by the Company in Employee's annual Base Salary, except to the extent the salaries of other executive employees of the Company, Parent and any other controlled subsidiary of Parent are similarly reduced; (iii) Employee’s principal place of business is, without his consent, relocated by a distance of more than forty (40) miles from the center of San Francisco; or failures (iv) any material breach by the Company or Parent of any provision of this Agreement. For avoidance of doubt, any notice of non-renewal provided by the Company to act (each a “Employee pursuant to Section 1 of this Agreement shall not constitute or give rise to Good Reason Condition”under this Section 8(b), provided (i) the . Employee provides must provide written notice to the Company of the occurrence of the Good Reason Condition within ten (10) business days after the Employee has knowledge any of the Good Reason Condition; foregoing events or conditions without Employee's written consent within ninety (ii90) the Company fails to notify the Employee days of the Company’s intended method occurrence of correction within such event. The Company or any surviving entity shall have a period of thirty (30) business days to cure such event or condition after the Company receives receipt of written notice of such event from Employee’s notice, or the Company fails to correct the . Any Separation from Service by reason of Employee's resignation for Good Reason Condition within following such thirty (30) business days after such day cure period must occur no later than the date that is six (6) months following the initial occurrence of one of the foregoing events or conditions without Employee's written consent. Employee's Separation from Service by reason of his resignation for Good Reason shall be treated as involuntary. For avoidance of doubt, in the event Employee notice; and (iii) provides the Employee resigns within ten (10) business days after foregoing notice to the Company prior to the expiration of the Initial Term but the ensuing cure period of the Company expires following the end of the 30-business-day period specified in Initial Term and during any Successive Term and (ii): (a) A material diminution in Employee’s duties; (b) The failure the applicable event or condition constituting or giving rise to elect or reelect Employee as Vice President or other officer of the Company (unless such failure is related in any way to the Company’s decision to terminate Employee for cause); (c) The failure of the Company to continue to provide Employee with office space, related facilities and support personnel (including, but Good Reason having not limited to, administrative and secretarial assistance) within the Company’s principal executive offices commensurate with his responsibilities to, and position within, the Company; (d) A material reduction been cured by the Company in during the amount of Employee’s base salary or the discontinuation or material reduction by the Company of Employee’s participation at the same level of eligibility as compared applicable cure period) Employee subsequently resigns for Good Reason pursuant to other peer employees in any incentive compensationthis Section 8(b), additional compensation, benefits, policies or perquisites subject to Employee understanding that such reduction(s) resignation shall be permissible if the change applies in a similar way to other peer level employees; (e) The relocation of the Company’s principal executive offices or Employee’s place of work to a location requiring a change of more than fifty (50) miles in Employee’s daily commute; or (f) Any other action or inaction by the Company that constitutes a material breach treated for all purposes of this Employment AgreementSection 8(b) as having occurred during the Initial Term.

Termination by Employee for Good Reason. Employee may terminate this Agreement and declare this Agreement to have been terminated “without cause” by the Company (and, therefore, for “Good Reason”) upon the occurrence, without Employee’s consent, of any of the following acts by the Company, or failures by the Company to act (each a “Good Reason Condition”), provided (i) the Employee provides written notice to the Company of the occurrence of the Good Reason Condition within ten (10) business days after the Employee has knowledge of the Good Reason Condition; (ii) the Company fails to notify the Employee of the Company’s intended method of correction within thirty (30) business days after the Company receives Employee’s notice, or the Company fails to correct the Good Reason Condition within thirty (30) business days after such Employee notice; and (iii) the Employee resigns within ten (10) business days after the end of the 30-business-day period specified in (ii):circumstances: (a) A material diminution in Employee’s duties; (b) The failure to elect or reelect Employee as Senior Vice President or other officer of the Company (unless such failure is related in any way to the Company’s failure to separate Batesville Casket Company, Inc. from Hill-Rom, Inc. or the Company’s decision to terminate Employee for cause); (cb) The failure of the Company to continue to provide Employee with office space, related facilities and support personnel (including, but not limited to, administrative and secretarial assistance) within the Company’s principal executive offices commensurate with his her responsibilities to, and position within, the Company; (dc) A material reduction by the Company in the amount of Employee’s base salary or the discontinuation or material reduction by the Company of Employee’s participation at the same level of eligibility as compared to other peer employees in any incentive compensation, additional compensation, benefits, policies or perquisites subject to Employee understanding that such reduction(s) shall be permissible if the change applies in a similar way to other peer level employees; (ed) The relocation of the Company’s principal executive offices or Employee’s place of work to a location requiring a change of more than fifty (50) miles in Employee’s daily commute; or (fe) Any other action or inaction A failure by the Company that constitutes a material breach of to perform its obligations under this Employment AgreementAgreement (other than inadvertent failures that are cured by the Company promptly upon notice from the Employee).

Termination by Employee for Good Reason. (a) Employee may terminate this Agreement his employment with the Company for Good Reason (as defined below). If Employee terminates his employment with the Company for Good Reason at any time and declare this Agreement such termination constitutes a “separation from service” with the Company within the meaning of Treasury Regulation Section 1.409A-1(h) (without regard to have been terminated any permissible alternative definition of “without causetermination of employment” thereunder) (a “Good Reason Termination”), and if Employee (i) executes and delivers to the Company an effective general release of all known and unknown claims in a form acceptable to the Company by the Release Deadline, and (ii) Employee promptly resigns from all of his positions with the Company, Employee then shall be entitled to the Severance Payments and the COBRA Payments, with payments made on the schedules set forth in Section 5.3; provided, if such release does not become effective by the Release Deadline, Employee will forfeit any rights to the severance payments under this Section 5.4(a). In addition, if Employee terminates his employment with the Company for Good Reason at any time within twelve (and12) months after the consummation date of an Acquisition or an Asset Transfer and he is otherwise entitled to receive the Severance Payments and the COBRA Payments under this Section 5.4, thereforehe will also be entitled to receive the Two Year Option Acceleration. (b) For purposes of this Agreement, for the term “Good Reason”) upon the occurrence, without ” shall mean Employee’s consent, termination of his employment due to and within sixty (60) days after the initial occurrence of any of the following acts by the Companyconditions or events occur without his consent, if such conditions or failures by the Company to act events remain in effect more than thirty (each a “Good Reason Condition”), provided (i30) the days after Employee provides written notice to the Company (the “Notice”) of his intention to terminate his employment for Good Reason which Notice includes specific details of the occurrence of the conditions or events constituting Good Reason; provided, however, that Employee may not terminate for Good Reason Condition within ten (10) business days after the Employee has knowledge of the Good Reason Condition; (ii) if the Company fails to notify has remedied the Employee of condition specified in the Company’s intended method of correction Notice within thirty (30) business days after the Company receives Employee’s notice, or the Company fails to correct the Good Reason Condition within thirty (30) business days after such Employee notice; and (iii) the Employee resigns within ten (10) business days after the end following receipt of the 30-business-day period specified in (ii): (a) A material diminution in Employee’s duties; (b) The failure to elect or reelect Employee as Vice President or other officer of the Company (unless such failure is related in any way to the Company’s decision to terminate Employee for cause); (c) The failure of the Company to continue to provide Employee with office space, related facilities and support personnel (including, but not limited to, administrative and secretarial assistance) within the Company’s principal executive offices commensurate with his responsibilities to, and position within, the Company; (d) A material reduction by the Company in the amount of Employee’s base salary or the discontinuation or material reduction by the Company of Employee’s participation at the same level of eligibility as compared to other peer employees in any incentive compensation, additional compensation, benefits, policies or perquisites subject to Employee understanding that such reduction(s) shall be permissible if the change applies in a similar way to other peer level employees; (e) The relocation of the Company’s principal executive offices or Employee’s place of work to a location requiring a change of more than fifty (50) miles in Employee’s daily commute; or (f) Any other action or inaction by the Company that constitutes a material breach of this Employment Agreement.Notice:

Termination by Employee for Good Reason. Employee may terminate his employment under this Agreement and declare at any time by providing Company with thirty (30) days’ written notice, which notice Company may waive, in whole or in part, in its sole discretion, by paying Employee for such thirty (30) days. For purposes of this Agreement to have been terminated “without cause” by the Company (andAgreement, therefore, for “Good Reason”) upon ” shall mean the occurrence, without Employee’s consent, occurrence of any of the following acts by the Company, or failures by the Company to act (each a “Good Reason Condition”), provided events without Employee’s consent: (i) the Employee provides written notice a material diminution in Employee’s salary and benefits (i.e., a reduction of twenty percent (20%) or more); provided, however, that such a reduction which is part of a general salary or benefit reduction applicable to all senior executives of the Company of the occurrence of the or to which Employee expressly consents shall not be deemed to constitute Good Reason Condition within ten (10) business days after the Employee has knowledge of the Good Reason ConditionReason; (ii) the Company fails to notify the Employee a material diminution in Employee’s duties and responsibilities which change would materially reduce Employee’s stature, importance and dignity within Company; (iii) a material breach of the Company’s intended method obligation to pay compensation or provide benefits to Employee under this Agreement; or (iv) a Change of correction Control that does not constitute a Designated Change of Control (as defined in Paragraph 11(d)), provided, however, in the case of each of (i) through (iii) above, a termination by Employee shall only be deemed for Good Reason pursuant to the foregoing definition if: (A) Employee provides Company with written notice of the intent to terminate on account of Good Reason within thirty (30) business days after following the Company receives Employee’s noticeinitial occurrence of such event or omission, which notice shall identify the event or omissions constituting the reason for Good Reason and (B) Company fails to correct the remedy such events or omissions constituting Good Reason Condition within a period of thirty (30) business days after such Employee notice; and (iii) the Employee resigns within ten (10) business days after the end following receipt of the 30-business-day period specified in written notice from Employee (ii): (a) A material diminution in the “Cure Period”). In the event of the foregoing, Employee’s duties; (b) The failure to elect or reelect Employee as Vice President or other officer employment shall terminate on the first business day immediately following the expiration of the Cure Period, unless Company (unless such failure is related in any way to designated an earlier termination date during the Company’s decision to terminate Employee for cause); (c) The failure of the Company to continue to provide Employee with office space, related facilities and support personnel (including, but not limited to, administrative and secretarial assistance) within the Company’s principal executive offices commensurate with his responsibilities to, and position within, the Company; (d) A material reduction by the Company in the amount of Employee’s base salary or the discontinuation or material reduction by the Company of Employee’s participation at the same level of eligibility as compared to other peer employees in any incentive compensation, additional compensation, benefits, policies or perquisites subject to Employee understanding that such reduction(s) shall be permissible if the change applies in a similar way to other peer level employees; (e) The relocation of the Company’s principal executive offices or Employee’s place of work to a location requiring a change of more than fifty (50) miles in Employee’s daily commute; or (f) Any other action or inaction by the Company that constitutes a material breach of this Employment Agreement.Cure Period. However:

Termination by Employee for Good Reason. Subject to Section 3.2, Employee may terminate this Agreement and declare this Agreement to have been terminated “without cause” by the Company her employment obligation hereunder (and, therefore, but not her obligations under Article IV hereof) for “Good Reason”” (as hereinafter defined) upon the occurrence, without Employee’s consent, of any of the following acts by the Company, or failures by the Company to act (each a “Good Reason Condition”), provided (i) the if Employee provides gives written notice thereof to the Company of the occurrence of the Good Reason Condition within ten (10) business days after the Employee has knowledge of the Good Reason Condition; (ii) the Company fails to notify the Employee of the Company’s intended method of correction within thirty (30) business days after of the event (s)he deems to constitute Good Reason (which notice shall specify the grounds upon which such notice is given) and the Company receives Employee’s noticefails, or the Company fails to correct the Good Reason Condition within thirty (30) business days of receipt of such notice, to cure or rectify the grounds for such Good Reason termination set forth in such notice. “Good Reason” shall mean any of the following: (i) mutual written agreement by Employee and the Board of Directors that Good Reason exists; (ii) a material violation by the Company of this Agreement that continues uncured for a period of thirty (30) days after such Employee noticenotice thereof by the Employee; and (iii) the if such Employee resigns within ten (10) business days after the end of the 30-business-day period specified in (ii): (a) A material diminution in Employee’s duties; (b) The failure to elect or reelect Employee as Vice President or other is an executive officer of the Company Company, demotion of the Employee, without the Employee’s prior consent, to a position that does not include significant managerial responsibilities; (unless such failure is related iv) reduction of the Employee’s then-current material responsibilities, which shall include but are not limited to (A) the hiring, retention and management of internal and outside legal counsel, (B) the oversight and management of litigation, intellectual property, regulatory and transactional matters, (C) corporate secretarial functions and (D) corporate governance and compliance matters; (v) reduction in any way the Employee’s base salary, other than in connection with, and substantially proportionate to, a general salary reduction program that applies to the Company’s decision to terminate Employee for cause); similar class of officers or employees; or (cvi) The failure a relocation of the Company that requires the Employee to continue commute to provide Employee with an office space, related facilities and support personnel that is more than sixty (including, but not limited to, administrative and secretarial assistance60) within miles away from the Company’s principal executive offices commensurate with his responsibilities to, and position within, the Company; (d) A material reduction by the Company in the amount of Employee’s base salary or the discontinuation or material reduction by the Company of Employee’s participation at the same level of eligibility as compared to other peer employees in any incentive compensation, additional compensation, benefits, policies or perquisites subject to Employee understanding that such reduction(s) shall be permissible if the change applies in a similar way to other peer level employees; (e) The relocation of the Company’s principal executive offices or Employee’s then current place of work to a location requiring a change of more than fifty (50) miles in Employee’s daily commute; or (f) Any other action or inaction by the Company that constitutes a material breach of this Employment Agreementemployment.

Termination by Employee for Good Reason. Employee may terminate this Agreement and declare this Agreement to have been terminated “without cause” by the Company (and, therefore, for “Good Reason”) upon the occurrence, without Employee’s consent, of any of the following acts by the Company, or failures by the Company to act (each a “Good Reason Condition”), provided (i) the Employee provides written notice to the Company of the occurrence of the Good Reason Condition within ten (10) business days after the Employee has knowledge of the Good Reason Condition; (ii) the Company fails to notify the Employee of the Company’s intended method of correction within thirty (30) business days after the Company receives Employee’s notice, or the Company fails to correct the Good Reason Condition within thirty (30) business days after such Employee notice; and (iii) the Employee resigns within ten (10) business days after the end of the 30-business-day period specified in (ii):circumstances: (a) A material diminution in Employee’s duties; (b) The failure to elect or reelect Employee as Vice President or other officer of the Company (unless such failure is related in any way to the Company’s failure to separate Batesville Casket Company, Inc. from Hill-Rom, Inc. or the Company’s decision to terminate Employee for cause); (cb) The failure of the Company to continue to provide Employee with office space, related facilities and support personnel (including, but not limited to, administrative and secretarial assistance) within the Company’s principal executive offices commensurate with his responsibilities to, and position within, the Company; (dc) A material reduction by the Company in the amount of Employee’s base salary or the discontinuation or material reduction by the Company of Employee’s participation at the same level of eligibility as compared to other peer employees in any incentive compensation, additional compensation, benefits, policies or perquisites subject to Employee understanding that such reduction(s) shall be permissible if the change applies in a similar way to other peer level employees; (ed) The relocation of the Company’s principal executive offices or Employee’s place of work to a location requiring a change of more than fifty (50) miles in Employee’s daily commute; or (fe) Any other action or inaction A failure by the Company that constitutes a material breach of to perform its obligations under this Employment AgreementAgreement (other than inadvertent failures that are cured by the Company promptly upon notice from the Employee).

Termination by Employee for Good Reason. Employee may terminate Employee’s employment hereunder for Good Reason. For purposes of this Agreement and declare this Agreement to have been terminated “without cause” by the Company (andAgreement, therefore, for “Good Reason”” shall mean (A) upon the occurrence, without Employee’s consent, of any failure of the following acts by the Company, Board of Directors to continue to recommend or failures by the Company to act (each a “Good Reason Condition”), provided (i) the Employee provides written notice to the Company of the occurrence of the Good Reason Condition within ten (10) business days after the Employee has knowledge of the Good Reason Condition; (ii) the Company fails to notify the Employee of the Company’s intended method of correction within thirty (30) business days after the Company receives Employee’s noticeelect, or the Company fails to correct the Good Reason Condition within thirty (30) business days after such Employee notice; and (iii) the Employee resigns within ten (10) business days after the end of the 30-business-day period specified in (ii): (a) A material diminution in Employee’s duties; (b) The failure to elect or reelect Employee as Vice President or other officer of the Company (unless such failure is related in any way to the Company’s decision to terminate Employee for cause); (c) The failure stockholders of the Company to continue to provide elect, Employee with office spaceas a director of the Company throughout the term of Employee’s employment hereunder, related facilities or the failure of the Board of Directors to elect Employee or continue to elect Employee to the Executive Committee of the Board, provided that if Employee is not so continued, the Company shall be entitled to cure such failure within thirty (30) days after Employee ceases to serve as a director or a member of the Executive Committee, as the case may be, (B) any assignment to Employee of any material duties other than those contemplated by, or any limitation of Employee’s powers or in any respect not contemplated by, paragraph 2 hereof, provided that Employee first deliver written notice thereof to the Chairman of the Board of Directors of the Company and support personnel the Company shall have failed to cure such non-permitted assignment or limitation within thirty (including30) days after receipt of such written notice, but not limited to(C) a material reduction in Employee’s rate of compensation, administrative and secretarial assistance) within or a material reduction in Employee’s fringe benefits (other than a material reduction in fringe benefits generally applicable to senior executives of the Company’s principal executive offices commensurate with his responsibilities to, and position within, the Company; (d) A or any other material reduction failure by the Company in to perform any of its material obligations hereunder, provided that Employee first deliver written notice thereof to the amount Chairman of Employee’s base salary or the discontinuation or material reduction by Board of the Company and the Company shall not have cured such reduction or failure within thirty (30) days after receipt of Employee’s participation at such written notice, or (D) the same level of eligibility as compared to other peer employees in any incentive compensation, additional compensation, benefits, policies or perquisites subject to Employee understanding that such reduction(s) shall be permissible if the change applies in a similar way to other peer level employees; (e) The relocation of the Company’s Company relocates its principal executive offices or Employee’s place of work business to a location requiring place whose distance is further than a change of more than fifty (50i) miles in Employee’s daily commute; or 75-mile radius from Coral Gables, Florida or (fii) Any other action or inaction by the Company that constitutes a material breach of this Employment Agreement75-mile radius from New York, New York.

Termination by Employee for Good Reason. (a) Employee may terminate this Agreement and declare this Agreement to have been terminated “without cause” by the Company (and, therefore, his employment hereunder for “"Good Reason”) upon ," which shall mean any material breach by Employer of the occurrenceterms hereof that is not corrected by Employer within five days after written notice by Employee to Employer, including, without limitation, (i) the assignment to Employee of any duties inconsistent in any respect with his position as Chief Medical Officer and Executive Vice President (including status, offices, titles, reporting requirements, authority, duties or responsibilities); (ii) any failure by Employer to comply with its compensation obligations under this Agreement; (iii) Employer's requiring Employee to relocate from San Francisco or report to any office or location more than ten miles of the current location of the Company's headquarters; or (iv) the failure of any purchaser of substantially all the assets of the Employer to assume or renew this Agreement. If Employee terminates his employment for Good Reason, subject to Employer's right to cure as set forth above, the termination shall take effect on the effective date (determined under Section 15) of the written notice to Employer, and Employee shall be entitled to the same payments and benefits, at the same times, described in Section 6.2 for a termination by Employer without Cause. Likewise, as of the effective date of Employee’s consent's termination for Good Reason, to the extent not otherwise vested, full (100%) and immediate vesting of all of Employee's stock options and any other equity awards based on Employer securities, such as restricted stock units, stock appreciation rights, performance units, etc., and all stock options and other equity awards shall remain exercisable thereafter for their full term. In addition, Employee shall be entitled to retain and have full ownership of all electronic devices provided to Employee (including, without limitation, a computer, telephone and tablet) ); provided that all Employer confidential information shall be deleted by Employer from such devices before releasing them to Employer. (b) Employee also may terminate his employment hereunder for Good Reason if Employer terminates without cause the employment of any of the Senior Vice President of Clinical Operations or Vice Presidents of Clinical Development or Manufacturing and Project Management (the "Key Employees") of Employer. Any termination by Employee of his employment under this Section 6.4(b) shall be effective upon notice to Employer given not later than 90 days following acts by the Companytermination of employment of any of the Key Employees. At Employer's request, Employee shall postpone termination of his employment under this Section 6.4(b) for a transition period not to exceed 30 days from the date Employee's employment would otherwise have been terminated hereunder. Upon termination of his employment under this Section 6.4(b), Employee shall be entitled to receive within ten days of the effective date of such termination a lump sum cash payment equal to Employee's salary as provided in Section 5.2(a) for the period commencing on the date of termination of Employee's employment and ending on the expiration of the Term or failures by on the Company to act (each a “six-month anniversary of such termination, whichever is later. Further, as of the effective date of Employee's termination for Good Reason Condition”under this Section 6.4(b), provided (i) the Employee provides written notice to the Company extent not otherwise vested, full (100%) and immediate vesting of the occurrence all of the Good Reason Condition within ten (10) business days after the Employee's stock options and any other equity awards based on Employer securities, such as restricted stock units, stock appreciation rights, performance units, etc., and all stock options and other equity awards shall remain exercisable thereafter for their full term. In addition, Employee has knowledge shall be entitled to retain and have full ownership of the Good Reason Condition; (ii) the Company fails all electronic devices provided to notify the Employee of the Company’s intended method of correction within thirty (30) business days after the Company receives Employee’s notice, or the Company fails to correct the Good Reason Condition within thirty (30) business days after such Employee notice; and (iii) the Employee resigns within ten (10) business days after the end of the 30-business-day period specified in (ii): (a) A material diminution in Employee’s duties; (b) The failure to elect or reelect Employee as Vice President or other officer of the Company (unless such failure is related in any way to the Company’s decision to terminate Employee for cause); (c) The failure of the Company to continue to provide Employee with office space, related facilities and support personnel (including, but not limited towithout limitation, administrative a computer, telephone and secretarial assistancetablet) within the Company’s principal executive offices commensurate with his responsibilities to, and position within, the Company; (d) A material reduction by the Company in the amount of Employee’s base salary or the discontinuation or material reduction by the Company of Employee’s participation at the same level of eligibility as compared to other peer employees in any incentive compensation, additional compensation, benefits, policies or perquisites subject to Employee understanding ); provided that such reduction(s) all Employer confidential information shall be permissible if the change applies in a similar way deleted by Employer from such devices before releasing them to other peer level employees; (e) The relocation of the Company’s principal executive offices or Employee’s place of work to a location requiring a change of more than fifty (50) miles in Employee’s daily commute; or (f) Any other action or inaction by the Company that constitutes a material breach of this Employment Agreement.Employer

Termination by Employee for Good Reason. The Employee may terminate this Agreement voluntarily elect to resign his employment with the Company prior to the end of the Term for Good Reason (as hereinafter defined) upon giving the Company ninety (90) calendar days’ advance notice in writing of such termination. In the event of the Employee’s Separation from Service for Good Reason, and declare this Agreement subject to have been terminated “without cause” the provisions of Section 9 below, the Employee shall be entitled to receive the payments or benefits set forth in Section 8(a) as if such Separation from Service was as a result of the Employee’s termination by the Company (and, therefore, for without Cause. “Good Reason”) upon the occurrence, without Employee’s consent, of ” shall mean any of the following acts by that are undertaken without the Company, or failures by the Company to act (each a “Good Reason Condition”), provided Employee’s express written consent: (i) the assignment to the Employee provides of principal duties or responsibilities, or the substantial reduction of the Employee’s duties and responsibilities, either of which is materially inconsistent with the Employee’s position as Co-Chief Executive Officer of the Company; (ii) a material reduction by the Company in the Employee’s annual Base Salary, except to the extent the salaries of other executive employees of the Company are similarly reduced; (iii) the Employee’s principal place of business is, without his consent, relocated by a distance of more than forty (40) miles from the center of San Francisco and (iv) any material breach by the Company of any provision of this Agreement. The Employee must provide written notice to the Company of the occurrence of the Good Reason Condition within ten (10) business days after the Employee has knowledge any of the Good Reason Condition; foregoing events or conditions without the Employee’s written consent within ninety (ii90) the Company fails to notify the Employee days of the Company’s intended method occurrence of correction within such event. The Company or any surviving entity shall have a period of thirty (30) business days to cure such event or condition after receipt of written notice of such event from the Company receives Employee. Any Separation from Service by reason of the Employee’s notice, or the Company fails to correct the resignation for Good Reason Condition within following such thirty (30) business days after such Employee notice; and day cure period must occur no later than the date that is six (iii6) months following the Employee resigns within ten (10) business days after the end initial occurrence of one of the 30-business-day period specified in (ii): (a) A material diminution in foregoing events or conditions without Employee’s duties; (b) written consent. The failure to elect or reelect Employee as Vice President or other officer of the Company (unless such failure is related in any way to the Company’s decision to terminate Employee for cause); (c) The failure of the Company to continue to provide Employee with office space, related facilities and support personnel (including, but not limited to, administrative and secretarial assistance) within the Company’s principal executive offices commensurate with his responsibilities to, and position within, the Company; (d) A material reduction by the Company in the amount of Employee’s base salary or the discontinuation or material reduction Separation from Service by the Company reason of Employee’s participation at the same level of eligibility as compared to other peer employees in any incentive compensation, additional compensation, benefits, policies or perquisites subject to Employee understanding that such reduction(s) his resignation for Good Reason shall be permissible if the change applies in a similar way to other peer level employees; (e) The relocation of the Company’s principal executive offices or Employee’s place of work to a location requiring a change of more than fifty (50) miles in Employee’s daily commute; or (f) Any other action or inaction by the Company that constitutes a material breach of this Employment Agreementtreated as involuntary.

Termination by Employee for Good Reason. Employee may terminate this Agreement and declare this Agreement to have been terminated “without cause” by the Company (and, therefore, Employee's employment hereunder for “Good Reason”. For purposes of this Agreement, "GOOD REASON" shall mean (A) upon the occurrence, without Employee’s consent, of any failure of the following acts by the Company, Board of Directors to continue to recommend or failures by the Company to act (each a “Good Reason Condition”), provided (i) the Employee provides written notice to the Company of the occurrence of the Good Reason Condition within ten (10) business days after the Employee has knowledge of the Good Reason Condition; (ii) the Company fails to notify the Employee of the Company’s intended method of correction within thirty (30) business days after the Company receives Employee’s noticeelect, or the Company fails to correct the Good Reason Condition within thirty (30) business days after such Employee notice; and (iii) the Employee resigns within ten (10) business days after the end of the 30-business-day period specified in (ii): (a) A material diminution in Employee’s duties; (b) The failure to elect or reelect Employee as Vice President or other officer of the Company (unless such failure is related in any way to the Company’s decision to terminate Employee for cause); (c) The failure stockholders of the Company to continue to provide elect, Employee with office spaceas a director of the Company throughout the term of Employee's employment hereunder, related facilities and support personnel (includingor the failure of the Board of Directors to elect Employee or continue to elect Employee to the Executive Committee of the Board, but PROVIDED that if Employee is not limited to, administrative and secretarial assistance) within the Company’s principal executive offices commensurate with his responsibilities to, and position withinso continued, the Company; Company shall be entitled to cure such failure within thirty (d30) A days after Employee ceases to serve as a director or a member of the Executive Committee, as the case may be, (B) any assignment to Employee of any material duties other than those contemplated by, or any limitation of Employee's powers or in any respect not contemplated by, paragraph 2 hereof, PROVIDED that Employee first deliver written notice thereof to the Chairman of the Board of Directors of the Company and the Company shall have failed to cure such non-permitted assignment or limitation within thirty (30) days after receipt of such written notice, (C) a reduction in Employee's rate of compensation, or a material reduction in Employee's fringe benefits or any other material failure by the Company in to perform any of its material obligations hereunder, PROVIDED that Employee first deliver written notice thereof to the amount Chairman of Employee’s base salary or the discontinuation or material reduction by Board of the Company and the Company shall not have cured such reduction or failure within thirty (30) days after receipt of Employee’s participation at such written notice, or (D) the same level of eligibility as compared to other peer employees in any incentive compensation, additional compensation, benefits, policies or perquisites subject to Employee understanding that such reduction(s) shall be permissible if the change applies in a similar way to other peer level employees; (e) The relocation of the Company’s Company relocates its principal executive offices or Employee’s place of work business to a location requiring place whose distance is further than a change of more than fifty (50i) miles in Employee’s daily commute; or 75-mile radius from Coral Gables, Florida or (fii) Any other action or inaction by the Company that constitutes a material breach of this Employment Agreement75-mile radius from New York, New York.

Termination by Employee for Good Reason. Employee may terminate this Agreement and declare this Agreement Anything herein to have been terminated “without cause” by the contrary notwithstanding, if the Company (and, therefore, for “Good Reason”i) upon demotes Employee to a lesser position than provided in Section 5; (ii) causes a change in the occurrence, without Employee’s consent, of any nature or scope of the following acts authorities, powers, functions, duties, or responsibilities attached to Employee's position as provided in Section 5; (iii) decreases Employee's salary below the level provided for by the terms of Section 3 (taking into account increases made from time to time in accordance with such Section 3); (iv) reduces Employee's benefits under any employee compensation or employee benefit plan, program, or arrangement of the Company (other than a change made prior to a change in control that affects all of the Company's senior officers alike) from the level in effect upon Employee's commencement of participation on or after the date hereof; (v) moves Employee's office from the Company's principal employee office; (vi) fails to obtain the assumption in writing of the obligation to perform this Agreement by any successor to all or substantially all of the assets of the Company within 60 days after a merger, consolidation, sale, or similar transaction unless such assumption occurs by operation of law; or (vii) commits any other material breach of this contract, then, such action (or inaction) by the Company, or failures unless consented to in writing by Employee, shall constitute a basis for termination by the Company to act Employee for "Good Reason." Notwithstanding the preceding sentence, within 60 days of learning of the action (each or inaction) described herein as the basis for a “Good Reason Condition”)constructive termination of employment, provided Employee shall (iunless he gives written consent thereto) the Employee provides written notice to advise the Company in writing, that the action (or inaction) constitutes a basis for termination of his employment pursuant to this Section 13(b) in which event the occurrence Company shall have 60 days in which to correct such action or inaction and if the Company does so correct such action (or inaction) Employee shall not be entitled to terminate his employment under this Section 13(b) as a result of the Good Reason Condition within ten such action (10) business days after the Employee has knowledge of the Good Reason Condition; (ii) or inaction). If the Company fails to notify the correct such action or inaction within such 60-day period, Employee may terminate his employment for Good Reason within 30 days of the Company’s intended method expiration of correction such period. In the event Employee terminates his employment for Good Reason, or in the event of a wrongful termination of Employee, all monies due to Employee through the term of this Agreement, including the Severance Payment, shall be paid by Employer in a lump sum amount within thirty (30) business days after the Company receives of Employee’s notice's termination. Employee shall have no obligation to mitigate his loss or any occasioned damages as a result of such termination, or the Company fails perform any services, including Consulting Services, to correct the Good Reason Condition within thirty (30) business days after receive such Employee notice; and (iii) the Employee resigns within ten (10) business days after the end of the 30-business-day period specified in (ii): (a) A material diminution in Employee’s duties; (b) The failure to elect or reelect Employee as Vice President or other officer of the Company (unless such failure is related in any way to the Company’s decision to terminate Employee for cause); (c) The failure of the Company to continue to provide Employee with office space, related facilities and support personnel (including, but not limited to, administrative and secretarial assistance) within the Company’s principal executive offices commensurate with his responsibilities to, and position within, the Company; (d) A material reduction by the Company in the amount of Employee’s base salary or the discontinuation or material reduction by the Company of Employee’s participation at the same level of eligibility as compared to other peer employees in any incentive compensation, additional compensation, benefits, policies or perquisites subject to Employee understanding that such reduction(s) shall be permissible if the change applies in a similar way to other peer level employees; (e) The relocation of the Company’s principal executive offices or Employee’s place of work to a location requiring a change of more than fifty (50) miles in Employee’s daily commute; or (f) Any other action or inaction by the Company that constitutes a material breach of this Employment Agreementpayment.

Termination by Employee for Good Reason. (a) Employee may terminate this Agreement her employment with the Company for Good Reason (as defined below). If Employee terminates her employment with the Company for Good Reason at any time and declare this Agreement such termination constitutes a “separation from service” with the Company within the meaning of Treasury Regulation Section 1.409A-1(h) (without regard to have been terminated any permissible alternative definition of “without causetermination of employment” thereunder) (a “Good Reason Termination”), and if Employee (i) executes and delivers to the Company an effective general release of all known and unknown claims in a form acceptable to the Company by the Release Deadline, and (ii) Employee promptly resigns from all of her positions with the Company, Employee then shall be entitled to the Severance Payments and the COBRA Payments, with payments made on the schedules set forth in Section 5.3; provided, if such release does not become effective by the Release Deadline, Employee will forfeit any rights to the severance payments under this Section 5.4(a). In addition, if Employee terminates her employment with the Company for Good Reason at any time within twelve (and12) months after the consummation date of an Acquisition or an Asset Transfer and she is otherwise entitled to receive the Severance Payments and the COBRA Payments under this Section 5.4, thereforeshe will also be entitled to receive the Two Year Option Acceleration. (b) For purposes of this Agreement, for the term “Good Reason”) upon the occurrence, without ” shall mean Employee’s consent, termination of her employment due to and within sixty (60) days after the initial occurrence of any of the following acts by the Companyconditions or events occur without her consent, if such conditions or failures by the Company to act events remain in effect more than thirty (each a “Good Reason Condition”), provided (i30) the days after Employee provides written notice to the Company (the “Notice”) of her intention to terminate her employment for Good Reason which Notice includes specific details of the occurrence of the conditions or events constituting Good Reason; provided, however, that Employee may not terminate for Good Reason Condition within ten (10) business days after the Employee has knowledge of the Good Reason Condition; (ii) if the Company fails to notify has remedied the Employee of condition specified in the Company’s intended method of correction Notice within thirty (30) business days after the Company receives Employee’s notice, or the Company fails to correct the Good Reason Condition within thirty (30) business days after such Employee notice; and (iii) the Employee resigns within ten (10) business days after the end following receipt of the 30-business-day period specified in (ii): (a) A material diminution in Employee’s duties; (b) The failure to elect or reelect Employee as Vice President or other officer of the Company (unless such failure is related in any way to the Company’s decision to terminate Employee for cause); (c) The failure of the Company to continue to provide Employee with office space, related facilities and support personnel (including, but not limited to, administrative and secretarial assistance) within the Company’s principal executive offices commensurate with his responsibilities to, and position within, the Company; (d) A material reduction by the Company in the amount of Employee’s base salary or the discontinuation or material reduction by the Company of Employee’s participation at the same level of eligibility as compared to other peer employees in any incentive compensation, additional compensation, benefits, policies or perquisites subject to Employee understanding that such reduction(s) shall be permissible if the change applies in a similar way to other peer level employees; (e) The relocation of the Company’s principal executive offices or Employee’s place of work to a location requiring a change of more than fifty (50) miles in Employee’s daily commute; or (f) Any other action or inaction by the Company that constitutes a material breach of this Employment Agreement.Notice:

Termination by Employee for Good Reason. Employee may terminate this Agreement and declare this Agreement to have been terminated “without cause” by the Company (and, therefore, for “Good Reason”) upon the occurrence, without Employee’s consent, of any of the following acts by the Company, or failures by the Company to act (each a “Good Reason Condition”), provided (i) the Employee provides written notice to the Company of the occurrence of the Good Reason Condition within ten (10) business days after the Employee has knowledge of the Good Reason Condition; (ii) the Company fails to notify the Employee of the Company’s intended method of correction within thirty (30) business days after the Company receives Employee’s notice, or the Company fails to correct the Good Reason Condition within thirty (30) business days after such Employee notice; and (iii) the Employee resigns within ten (10) business days after the end of the 30-business-day period specified in (ii):circumstances: (a) A material diminution in The assignment to Employee of duties lasting more than sixty (60) days that are materially inconsistent with Employee’s dutiesthen current position or a material change in her reporting relationship to the Hill-Rom, Inc. General Counsel or her successor; (b) The failure to elect or reelect Employee as Vice President or other officer of the Company (unless such failure is related in any way to the Company’s decision to terminate Employee for cause); (c) The failure of the Company to continue to provide Employee with office space, related facilities and support personnel (including, but not limited to, administrative and secretarial assistance) within the Company’s principal executive offices commensurate with his her responsibilities to, and position within, the Company; (d) A material reduction by the Company in the amount of Employee’s base salary or the discontinuation or material reduction by the Company of Employee’s participation at the same level of eligibility as compared to other peer employees in any incentive compensation, additional compensation, benefits, policies or perquisites subject to Employee understanding that such reduction(s) shall be permissible if the change applies in a similar way to other peer level employees; (e) The relocation of the Company’s principal executive offices or Employee’s place of work to a location requiring a change of more than fifty (50) miles in Employee’s daily commute; or (f) Any other action or inaction A failure by the Company to perform its obligations under this Employment Agreement (other than inadvertent failures that constitutes are cured by the Company promptly upon notice from the Company). Notwithstanding the above, a material breach change in Employee’s job title within sixty (60) days after the split of Batesville Casket Company, Inc. from Hill-Rom, Inc. shall not constitute “Good Reason” for purposes of this Employment AgreementParagraph.

Termination by Employee for Good Reason. Employee may terminate this Agreement and declare this Agreement to have been terminated “without cause” by the Company (and, therefore, Employee's employment hereunder for “Good Reason”. For purposes of this Agreement, "Good Reason" shall mean (A) upon the occurrence, without Employee’s consent, of any failure of the following acts by the Company, Board of Directors to continue to recommend or failures by the Company to act (each a “Good Reason Condition”), provided (i) the Employee provides written notice to the Company of the occurrence of the Good Reason Condition within ten (10) business days after the Employee has knowledge of the Good Reason Condition; (ii) the Company fails to notify the Employee of the Company’s intended method of correction within thirty (30) business days after the Company receives Employee’s noticeelect, or the Company fails to correct the Good Reason Condition within thirty (30) business days after such Employee notice; and (iii) the Employee resigns within ten (10) business days after the end of the 30-business-day period specified in (ii): (a) A material diminution in Employee’s duties; (b) The failure to elect or reelect Employee as Vice President or other officer of the Company (unless such failure is related in any way to the Company’s decision to terminate Employee for cause); (c) The failure stockholders of the Company to continue to provide elect, Employee with office spaceas a director of the Company throughout the term of Employee's employment hereunder, related facilities and support personnel (includingor the failure of the Board of Directors to elect Employee or continue to elect Employee to the Executive Committee of the Board, but provided that if Employee is not limited to, administrative and secretarial assistance) within the Company’s principal executive offices commensurate with his responsibilities to, and position withinso continued, the Company; Company shall be entitled to cure such failure within thirty (d30) A days after Employee ceases to serve as a director or a member of the Executive Committee, as the case may be, (B) any assignment to Employee of any material duties other than those contemplated by, or any limitation of Employee's powers or in any respect not contemplated by, paragraph 2 hereof, provided that Employee first deliver written notice thereof to the Chairman of the Board of Directors of the Company and the Company shall have failed to cure such non-permitted assignment or limitation within thirty (30) days after receipt of such written notice, (C) a reduction in Employee's rate of compensation, or a material reduction in Employee's fringe benefits or any other material failure by the Company in to perform any of its material obligations hereunder, provided that Employee first deliver written notice thereof to the amount Chairman of Employee’s base salary or the discontinuation or material reduction by Board of the Company and the Company shall not have cured such reduction or failure within thirty (30) days after receipt of Employee’s participation at such written notice, or (D) the same level of eligibility as compared to other peer employees in any incentive compensation, additional compensation, benefits, policies or perquisites subject to Employee understanding that such reduction(s) shall be permissible if the change applies in a similar way to other peer level employees; (e) The relocation of the Company’s Company relocates its principal executive offices or Employee’s place of work business to a location requiring place whose distance is further than a change of more than fifty (50i) miles in Employee’s daily commute; or 75-mile radius from Coral Gables, Florida or (fii) Any other action or inaction by the Company that constitutes a material breach of this Employment Agreement75-mile radius from New York, New York.

Termination by Employee for Good Reason. Employee may terminate this Agreement and declare this Agreement to have been terminated “without cause” by the Company (and, therefore, his employment hereunder for “Good Reason”) upon the occurrence, without Employee’s consent, of any of the following acts by the Company, or failures by the Company to act (each a “Good Reason Condition”), provided (i) the Employee provides by giving written notice to the Chief Executive Officer of Company of the occurrence of the Good Reason Condition within ten (10) business days after the Employee has knowledge of the Good Reason Condition; (ii) the Company fails to notify the Employee of the Company’s intended method of correction within thirty (30) business days after the occurrence of any one of the events specified in Subsection (d)(i) of this Section 5, without his prior written consent, specifying that such termination shall occur thirty (30) days after such notice has been given to the Chief Executive Officer; provided, however, that such notice shall not be effective to cause termination under this Subsection (d) if the specified event is cured by Company receives Employee’s notice, or the Company fails to correct the Good Reason Condition within thirty (30) business days of such written notice thereof. (i) Only the following shall constitute “Good Reason” for such termination: (A) Failure by Broadpoint or its affiliates to perform fully the terms of this Agreement, or any plan or agreement referenced in this Agreement, other than an immaterial and inadvertent failure not occurring in bad faith and remedied by Broadpoint or its affiliates promptly (but not later than five (5) days) after receiving notice thereof from Employee; (B) Any reduction in Employee’s Base Salary or failure to pay any bonuses or other material amounts due under this Agreement in accordance herewith; (C) The assignment to Employee of any duties inconsistent in any material respect with his position or with his authority, duties or responsibilities as Chairman of Broadpoint or as a senior member of the Division or as Chief Executive Officer of Partners during the period required by this Agreement, or any other action by Company which results in a diminution in such Employee notice; positions, authority, duties or responsibilities, excluding for this purpose any immaterial and inadvertent action not taken in bad faith and remedied by Broadpoint or its affiliates promptly (iii) the Employee resigns within but not later than ten (10) business days after the end of the 30-business-day period specified in (ii): (a) A material diminution in receiving notice from Employee’s duties; (b) The failure to elect or reelect Employee as Vice President or other officer of the Company (unless such failure is related in any way to the Company’s decision to terminate Employee for cause); (cD) The failure of the Company to continue to provide Employee with office space, related facilities and support personnel (including, but not limited to, administrative and secretarial assistance) within the Company’s principal executive offices commensurate with his responsibilities to, and position within, the Company; (d) A material reduction by the Company Any change in the amount place of Employee’s base salary or the discontinuation or material reduction by the Company of Employee’s participation at the same level of eligibility as compared to other peer employees in any incentive compensation, additional compensation, benefits, policies or perquisites subject to Employee understanding that such reduction(s) shall be permissible if the change applies in a similar way to other peer level employees; (e) The relocation of the Company’s principal executive offices or Employee’s place of work employment to a location requiring a change of more than fifty (50) miles in Employee’s daily commute; or (f) Any other action or inaction by the Company that constitutes a material breach of this Employment Agreement.outside New York City;

Termination by Employee for Good Reason. Employee may terminate this Agreement and declare this Agreement to have been terminated “without cause” by the Company (and, therefore, for “Good Reason”) upon the occurrence, without Employee’s consent, of any of the following acts by the Company, or failures by the Company to act (each a “Good Reason Condition”), provided (i) the Employee provides written notice to the Company of the occurrence of the Good Reason Condition within ten (10) business days after the Employee has knowledge of the Good Reason Condition; (ii) the Company fails to notify the Employee of the Company’s intended method of correction within thirty (30) business days after the Company receives Employee’s notice, or the Company fails to correct the Good Reason Condition within thirty (30) business days after such Employee notice; and (iii) the Employee resigns within ten (10) business days after the end of the 30-business-day period specified in (ii): (a) A material diminution in Employee’s duties; (b) The failure to elect or reelect Employee as Vice President or other officer of the Company (unless such failure is related in any way to the Company’s decision to terminate Employee for cause); (c) The failure of the Company to continue to provide Employee with office space, related facilities and support personnel (including, but not limited to, administrative and secretarial assistance) within the Company’s principal executive offices commensurate with his her responsibilities to, and position within, the Company; (d) A material reduction by the Company in the amount of Employee’s base salary or the discontinuation or material reduction by the Company of Employee’s participation at the same level of eligibility as compared to other peer employees in any incentive compensation, additional compensation, benefits, policies or perquisites subject to Employee understanding that such reduction(s) shall be permissible if the change applies in a similar way to other peer level employees; (e) The relocation of the Company’s principal executive offices or Employee’s place of work to a location requiring a change of more than fifty (50) miles in Employee’s daily commute; or (f) Any other action or inaction by the Company that constitutes a material breach of this Employment Agreement.

Termination by Employee for Good Reason. The Employee may terminate this Agreement voluntarily elect to resign his employment with the Company prior to the end of the Term for Good Reason (as hereinafter defined) upon giving the Company ninety (90) calendar days' advance notice in writing of such termination. In the event of the Employee's Separation from Service for Good Reason, and declare this Agreement subject to have been terminated “without cause” the provisions of Section 9 below, the Employee shall be entitled to receive the payments or benefits set forth in Section 8(a) as if such Separation from Service was as a result of the Employee's termination by the Company (and, therefore, for “without Cause. "Good Reason”) upon the occurrence, without Employee’s consent, of " shall mean any of the following acts by that are undertaken without the Company, or failures by the Company to act (each a “Good Reason Condition”), provided Employee's express written consent: (i) the assignment to the Employee provides of principal duties or responsibilities, or the substantial reduction of the Employee's duties and responsibilities, either of which is materially inconsistent with the Employee's position as Vice President and Chief Operating Officer of the Company; (ii) a material reduction by the Company in the Employee's annual Base Salary, except to the extent the salaries of other executive employees of the Company, Parent and any other controlled subsidiary of Parent are similarly reduced; (iii) the Employee's principal place of business is, without his consent, relocated by a distance of more than fifty (50) miles from the center of San Francisco and (iv) any material breach by the Company or Parent of any provision of this Agreement. The Employee must provide written notice to the Company of the occurrence of the Good Reason Condition within ten (10) business days after the Employee has knowledge any of the Good Reason Condition; foregoing events or conditions without the Employee's written consent within ninety (ii90) the Company fails to notify the Employee days of the Company’s intended method occurrence of correction within such event. The Company shall have a period of thirty (30) business days to cure such event or condition after receipt of written notice of such event from the Company receives Employee’s notice, or . Any Separation from Service by reason of the Company fails to correct the Employee's resignation for Good Reason Condition within following such thirty (30) business days after such Employee notice; and day cure period must occur no later than the date that is six (iii6) months following the Employee resigns within ten (10) business days after the end initial occurrence of one of the 30-business-day period specified in (ii): (a) A material diminution in foregoing events or conditions without Employee’s duties; (b) 's written consent. The failure to elect or reelect Employee as Vice President or other officer Employee's Separation from Service by reason of the Company (unless such failure is related in any way to the Company’s decision to terminate Employee his resignation for cause); (c) The failure of the Company to continue to provide Employee with office space, related facilities and support personnel (including, but not limited to, administrative and secretarial assistance) within the Company’s principal executive offices commensurate with his responsibilities to, and position within, the Company; (d) A material reduction by the Company in the amount of Employee’s base salary or the discontinuation or material reduction by the Company of Employee’s participation at the same level of eligibility as compared to other peer employees in any incentive compensation, additional compensation, benefits, policies or perquisites subject to Employee understanding that such reduction(s) Good Reason shall be permissible if the change applies in a similar way to other peer level employees; (e) The relocation of the Company’s principal executive offices or Employee’s place of work to a location requiring a change of more than fifty (50) miles in Employee’s daily commute; or (f) Any other action or inaction by the Company that constitutes a material breach of this Employment Agreementtreated as involuntary.

Termination by Employee for Good Reason. Employee may EMPLOYEE shall have the right to terminate this Agreement and declare this Agreement upon 30 days notice to have been terminated “without cause” Company for Good Reason, which shall not be affected by the EMPLOYEE's incapacity due to physical or mental illness. The EMPLOYEE's continued employment shall not constitute consent to, or a waiver of rights with respect to, any circumstance constituting Good Reason hereunder though EMPLOYEE shall provide notice to the Company (and, therefore, for “Good Reason”) upon within 60 days of such material adverse change constituting GOOD REASON. GOOD REASON shall mean the occurrence, without Employee’s the EMPLOYEE's express written consent, of any of the following acts circumstances unless, in the case of paragraphs (i) through (iv), such circumstances are fully corrected prior to the Date of Termination specified in the Notice of Termination given in respect thereof which shall be no less than twenty (20) days: (i) the assignment to the EMPLOYEE of any significant duties materially inconsistent with the EMPLOYEE's status as a senior executive officer of the Company or a materially adverse alteration in the nature or status of the EMPLOYEE's responsibilities; (ii) the relocation of the Company's principal executive offices to a location outside the Metropolitan New York or New Jersey area or the Company's requiring the EMPLOYEE to be based anywhere other than the Company's principal executive offices, excluding required travel on the Company's business to an extent materially consistent with the EMPLOYEE's present business travel obligations; (iii) the act by the Company, or failures without the EMPLOYEE's consent, to reduce by more than 10% any portion of the EMPLOYEE's current compensation except pursuant to an across-the-board compensation deferral similarly affecting all senior executives of the Company to act (each a “Good Reason Condition”), provided (i) the Employee provides written notice to the Company and all senior executives of the occurrence of the Good Reason Condition within ten (10) business days after the Employee has knowledge of the Good Reason Condition; (ii) the Company fails to notify the Employee any person in control of the Company’s intended method of correction within thirty (30) business days after the Company receives Employee’s notice, or failure to pay to the Company fails to correct the Good Reason Condition within thirty (30) business days after such Employee notice; and (iii) the Employee resigns within ten (10) business days after the end EMPLOYEE any portion of an installment of deferred compensation under any deferred compensation program of the 30-business-day period specified in Company, within seven (ii): (a7) A material diminution in Employee’s dutiesdays of the date such compensation is due; (biv) The failure to elect or reelect Employee as Vice President or other officer of the Company (unless such failure is related in any way to the Company’s decision to terminate Employee for cause); (c) The failure of the Company to continue to provide Employee with office space, related facilities and support personnel (including, but not limited to, administrative and secretarial assistance) within the Company’s principal executive offices commensurate with his responsibilities to, and position within, the Company; (d) A material reduction by the Company in the amount of Employee’s base salary or the discontinuation or material reduction breach by the Company of Employee’s participation at the same level of eligibility as compared to other peer employees in any incentive compensation, additional compensation, benefits, policies or perquisites subject to Employee understanding that such reduction(s) shall be permissible if the change applies in a similar way to other peer level employees; (e) The relocation of the Company’s principal executive offices or Employee’s place of work to a location requiring a change of more than fifty (50) miles in Employee’s daily commute; or (f) Any other action or inaction by the Company that constitutes a material breach term of this Employment Agreement.

Termination by Employee for Good Reason. Employee may terminate this Agreement and declare this Agreement to have been terminated “without cause” by the Company (and, therefore, for “Other Than A Termination In Connection With A Change in Control). "Good Reason”) upon " shall mean a termination of Employee's employment by Employee with the Employer and any Employer Entity as a result of the occurrence, without Employee’s 's written consent, of any one of the following acts by the Company, or failures by the Company to act (each a “Good Reason Condition”), provided (i) the Employee provides written notice to the Company of the occurrence of the Good Reason Condition within ten (10) business days after the Employee has knowledge of the Good Reason Condition; (ii) the Company fails to notify the Employee of the Company’s intended method of correction within thirty (30) business days after the Company receives Employee’s notice, or the Company fails to correct the Good Reason Condition within thirty (30) business days after such Employee notice; and (iii) the Employee resigns within ten (10) business days after the end of the 30-business-day period specified in (ii): events: (a) A a material diminution reduction in Employee’s duties; 's (1) annual base salary or (2) Target Bonus opportunity (unless such reduction in (1) and/or (2) relates to an across-the-board reduction similarly affecting Employee and all or substantially all other executives of Employer and the Employee Entities); (b) The a failure to elect or reelect Employee as Vice President or other officer of the Company (unless such failure is related in any way to the Company’s decision to terminate Employee for cause); (c) The failure of the Company to continue to provide Employee with office spacethe opportunity to participate in any equity-based plans of Employer and/or the Employer Entities on a similar basis to those of other similarly situated executives of Employer and/or the Employer Entities; (c) Employer makes or causes to be made a material adverse change in Employee's position, related facilities and support personnel (authority, duties or responsibilities which results in a significant diminution in Employee's position, authority, duties or responsibilities, including, but not limited towithout limitation, administrative and secretarial assistance) within Employee being required to report to any person other than the Company’s principal executive offices commensurate CEO, except in connection with his responsibilities toa termination of Employee's employment with Employer for Permanent Disability, and position withinEmployer Cause, the Company; death, or temporarily as a result of Employee's incapacity or other absence for an extended period; (d) A material reduction by the Company in the amount a relocation of Employer's principal place of business, or of Employee’s base salary or the discontinuation or material reduction by the Company of Employee’s participation at the same level of eligibility 's own office as compared to other peer employees in any incentive compensation, additional compensation, benefits, policies or perquisites subject assigned to Employee understanding by Employer, to a location that such reduction(s) shall be permissible if the change applies in a similar way to other peer level employees; increases Employee's normal work commute by more than 50 miles; or (e) The relocation Employer or the Board of Directors engages in any illegal activity or material violation of governmental laws, rules or regulations in connection with the Employer and/or the Employer Entities; provided, that such illegal activity or material violation could reasonably be expected to have a material adverse effect on Employer and the Employer Entities, taken as a whole. In order for Employee to terminate for Good Reason, (a) Employer must be notified by Employee in writing within 90 days of the Company’s principal executive offices or Employee’s place event constituting Good Reason, (b) the event must remain uncorrected by Employer for 30 days following such notice (the "Notice Period"), and (c) such termination must occur within 60 days after the expiration of work to a location requiring a change of more than fifty (50) miles in Employee’s daily commute; or (f) Any other action or inaction by the Company that constitutes a material breach of this Employment AgreementNotice Period.

Termination by Employee for Good Reason. Subject to Section 3.2, Employee may terminate this Agreement and declare this Agreement to have been terminated “without cause” by the Company his employment obligation hereunder (and, therefore, but not his obligations under Article IV hereof) for “Good Reason”” (as hereinafter defined) if Employee gives written notice thereof to the Company within thirty (30) days of the event he deems to constitute Good Reason (which notice shall specify the grounds upon which such notice is given) and the occurrenceCompany fails, without Employee’s consentwithin thirty (30) days of receipt of such notice, to cure or rectify the grounds for such Good Reason termination set forth in such notice. If the Company fails to cure or rectify the grounds for such Good Reason termination set forth in the notice provided above within thirty (30) days of receipt of such notice, then Employee may terminate his employment under this Section 3.1(b) any time within thirty (30) days following such failure. “Good Reason” shall mean any of the following acts by following: (i) relocation of Employee’s principal workplace over sixty (60) miles from the Company’s existing workplaces without the consent of Employee (which consent shall not be unreasonably withheld, delayed or conditioned), (ii) Employee is demoted from the position of Chief Executive Officer or President of the Company, (iii) a material diminution in the Employee’s authority, duties or failures by the Company to act (each a “Good Reason Condition”), provided (i) the Employee provides written notice to the Company responsibilities as Chief Executive Officer and President of the occurrence of the Good Reason Condition within ten Company, (10) business days after the Employee has knowledge of the Good Reason Condition; (iiiv) the Company fails to notify nominate Employee to serve as a director in connection with any annual or special meeting of stockholders at which stockholders will vote on the election of directors or, if elected as a director, the Board fails to elect the Employee of as Chairman, or (v) the Company’s intended method material breach of correction this Agreement which is not cured within thirty (30) business days after the Company receives Employee’s notice, or the Company fails to correct the Good Reason Condition within thirty (30) business days after such Employee notice; and (iii) the Employee resigns within ten (10) business days after the end of the 30-business-day period specified in (ii): (a) A material diminution in Employee’s duties; (b) The failure to elect or reelect Employee as Vice President or other officer of the Company (unless such failure is related in any way to the Company’s decision to terminate Employee for cause); (c) The failure of the Company to continue to provide Employee with office space, related facilities and support personnel (including, but not limited to, administrative and secretarial assistance) within the Company’s principal executive offices commensurate with his responsibilities to, and position within, the Company; (d) A material reduction receipt by the Company in the amount from Employee of Employee’s base salary or the discontinuation or material reduction by the Company written notice of Employee’s participation at the same level of eligibility as compared to other peer employees in any incentive compensation, additional compensation, benefits, policies or perquisites subject to Employee understanding that such reduction(s) shall be permissible if the change applies in a similar way to other peer level employees; (e) The relocation of the Company’s principal executive offices or Employee’s place of work to a location requiring a change of more than fifty (50) miles in Employee’s daily commute; or (f) Any other action or inaction by the Company that constitutes a material breach of this Employment Agreementbreach.

Termination by Employee for Good Reason. Employee may terminate this Agreement and declare this Agreement to have been terminated “without cause” by the Company (and, therefore, for “Good Reason”) upon the occurrence, without Employee’s consent, of any of the following acts by the Company, or failures by the Company to act (each a “Good Reason Condition”), provided (i) the Employee provides written notice to the Company of the occurrence of the Good Reason Condition within ten (10) business days after the Employee has knowledge of the Good Reason Condition; (ii) the Company fails to notify the Employee of the Company’s intended method of correction within thirty (30) business days after the Company receives Employee’s notice, or the Company fails to correct the Good Reason Condition within thirty (30) business days after such Employee notice; and (iii) the Employee resigns within ten (10) business days after the end of the 30-business-day period specified in (ii):circumstances: (a) A The assignment to Employee of duties lasting more than sixty (60) days that are materially inconsistent with Employee’s then current position or a material diminution change in Employee’s dutiesreporting relationship; (b) The failure to elect or reelect Employee as Vice President or other officer and Chief Operating Officer of the Company Batesville Casket Company, Inc. (unless such failure is related in any way to the Company’s decision to terminate Employee for cause); (c) The failure of the Company to continue to provide Employee with office space, related facilities and support personnel (including, but not limited to, administrative and secretarial assistance) within the Company’s principal executive offices commensurate with his responsibilities to, and position within, the Company; (d) A material reduction by the Company in the amount of Employee’s base salary or the discontinuation or material reduction by the Company of Employee’s participation at the same level of eligibility as compared to other peer employees in any incentive compensation, additional compensation, benefits, policies or perquisites subject to Employee understanding that such reduction(s) shall be permissible if the change applies in a similar way to other peer level employees; (e) The relocation of the Company’s principal executive offices or Employee’s place of work to a location requiring a change of more than fifty (50) miles in Employee’s daily commute; or (f) Any other action or inaction A failure by the Company that constitutes a material breach of to perform its obligations under this Employment AgreementAgreement that is not cured by the Company promptly after written notice of such failure is given to the Company by Employee.

Termination by Employee for Good Reason. The Employee may terminate this Agreement voluntarily elect to resign his employment with the Company prior to the end of the Term for Good Reason (as hereinafter defined) upon giving the Company ninety (90) calendar days’ advance notice in writing of such termination. In the event of the Employee’s Separation from Service for Good Reason, and declare this Agreement subject to have been terminated “without cause” the provisions of Section 9 below, the Employee shall be entitled to receive the payments or benefits set forth in Section 8(a) as if such Separation from Service was as a result of the Employee’s termination by the Company (and, therefore, for without Cause. “Good Reason”) upon the occurrence, without Employee’s consent, of ” shall mean any of the following acts by that are undertaken without the Company, or failures by the Company to act (each a “Good Reason Condition”), provided Employee’s express written consent: (i) the assignment to the Employee provides of principal duties or responsibilities, or the substantial reduction of the Employee’s duties and responsibilities, either of which is materially inconsistent with the Employee’s position as Vice President and Chief Operating Officer of the Company; (ii) a material reduction by the Company in the Employee’s annual Base Salary, except to the extent the salaries of other executive employees of the Company are similarly reduced; (iii) the Employee’s principal place of business is, without his consent, relocated by a distance of more than fifty (50) miles from the center of San Francisco and (iv) any material breach by the Company of any provision of this Agreement. The Employee must provide written notice to the Company of the occurrence of the Good Reason Condition within ten (10) business days after the Employee has knowledge any of the Good Reason Condition; foregoing events or conditions without the Employee’s written consent within ninety (ii90) the Company fails to notify the Employee days of the Company’s intended method occurrence of correction within such event. The Company shall have a period of thirty (30) business days to cure such event or condition after receipt of written notice of such event from the Company receives Employee. Any Separation from Service by reason of the Employee’s notice, or the Company fails to correct the resignation for Good Reason Condition within following such thirty (30) business days after such Employee notice; and day cure period must occur no later than the date that is six (iii6) months following the Employee resigns within ten (10) business days after the end initial occurrence of one of the 30-business-day period specified in (ii): (a) A material diminution in foregoing events or conditions without Employee’s duties; (b) written consent. The failure to elect or reelect Employee as Vice President or other officer of the Company (unless such failure is related in any way to the Company’s decision to terminate Employee for cause); (c) The failure of the Company to continue to provide Employee with office space, related facilities and support personnel (including, but not limited to, administrative and secretarial assistance) within the Company’s principal executive offices commensurate with his responsibilities to, and position within, the Company; (d) A material reduction by the Company in the amount of Employee’s base salary or the discontinuation or material reduction Separation from Service by the Company reason of Employee’s participation at the same level of eligibility as compared to other peer employees in any incentive compensation, additional compensation, benefits, policies or perquisites subject to Employee understanding that such reduction(s) his resignation for Good Reason shall be permissible if the change applies in a similar way to other peer level employees; (e) The relocation of the Company’s principal executive offices or Employee’s place of work to a location requiring a change of more than fifty (50) miles in Employee’s daily commute; or (f) Any other action or inaction by the Company that constitutes a material breach of this Employment Agreementtreated as involuntary.