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

Termination by Employee for Good Reason. Employee terminates his employment with Employer during the Term for Good Reason. Upon the occurrence of any of the events described above in SECTIONS 7(A) through 7(C), inclusive, or SECTION 7(E), Employer shall be released and discharged from any liability, obligation or duty arising in connection with this Employment Agreement or in connection with Employee's employment except as otherwise provided herein and further, provided that upon the occurrence of any event described in SECTION 7(A), Employee shall be entitled to receive the proceeds of the life insurance policy maintained by Employer for the benefit of Employee on the life of Employee or upon the occurrence of an event described in SECTION 7(B), Employee shall be entitled to the benefits of any disability policy of Employer covering such event to the extent provided in such policy. In all cases the indemnification obligation shall continue. Notwithstanding the foregoing, should Employee at any time within twelve (12) months of the occurrence of a "change of control" (as defined below) cease to be an employee of Employer (or its successor), by reason of (i) termination by Employer (or its successor) other than for "cause" (as defined below) or (ii) voluntary termination by Employee for "good reason upon change of control" (as defined below), then in any such event, (1) Employer shall at the election of Employee either (x) continue to pay Employee his then effective Salary under SECTION 3 through the later to occur of (A) the expiration of the Term or (B) twelve (12) months after such termination or (y) pay Employee, within 45 days of the severance of employment described in this paragraph, a lump-sum payment equal to (without discounting to present value) his then effective Salary under SECTION 3 through the later to occur of (A) the expiration of the Term or (B) twelve (12) months after such termination and (2) all outstanding stock options and other incentive awards held by Employee shall become fully vested and shall be exercisable, to the extent not prohibited by any applicable stock option plan of Employer, within twelve (12) months after such termination. In addition, regardless of the election made by Employee pursuant to (1)(x) or (y) above, Employer shall continue all benefits under SECTION 4 (except participation in Employer's 401(k) plan), through the later to occur of (X) the expiration of the Term or (Y) twelve (12) months after such termination, to the extent continuation of such benefits is not prohibited by applicable state and/or federal law.

Termination by Employee for Good Reason. Employee terminates may terminate --------------------------------------- his employment with Employer during the Term under this Agreement for "Good Reason. Upon ." For purposes of this Agreement, "Good Reason," shall mean, without Employee's express prior written consent, the occurrence of any one or more of the events described above in SECTIONS 7(Afollowing circumstances, unless such circumstances are corrected within thirty (30) through 7(C), inclusive, days following the Company's receipt from Employee of a written notice stating that he intends to terminate his employment for one or SECTION 7(E), Employer shall be released and discharged from any liability, obligation or duty arising in connection with this Employment Agreement or in connection with Employee's employment except as otherwise provided herein and further, provided that upon the occurrence of any event described in SECTION 7(A), Employee shall be entitled to receive the proceeds more of the life insurance policy maintained by Employer for reasons set forth in this Section 5(d) and specifying the benefit of Employee on the life of Employee or upon the occurrence particulars in detail (other than a termination as a result of an event described in SECTION 7(Bclause (v) of this Section 5(d)); (i) the assignment to Employee of duties materially inconsistent with Employee's authorities, Employee shall be entitled duties, responsibilities and status (including offices, titles, and reporting requirements) as contemplated in Section 2 hereof, or a material diminution in the nature or status of Employee's authorities, duties or responsibilities from those in effect on the Effective Date; (ii) a reduction in the Base Salary below the applicable levels set forth in Section 3 hereof; (iii) a relocation of Employee's principal place of business to a location outside mid-town Manhattan without the benefits of any disability policy of Employer covering such event to Employee's consent; (iv) the extent provided in such policy. In all cases the indemnification obligation shall continue. Notwithstanding the foregoing, should Employee at any time within twelve (12) months failure of the occurrence Company to maintain and to continue Employee's participation in the Company's benefit plans in accordance with the provisions of Section 4 hereof; (v) a "change of control" Change in Control (as defined below) cease to be an employee of Employer (or its successorin Exhibit A attached hereto), by reason of (i) termination by Employer (or its successor) other than for "cause" (as defined below) or (ii) voluntary termination by Employee for "good reason upon change of control" (as defined below), then in any such event, (1) Employer shall at the election of Employee either (x) continue to pay Employee his then effective Salary under SECTION 3 through the later to occur of (A) the expiration of the Term or (B) twelve (12) months after such termination or (y) pay Employee, within 45 days of the severance of employment described in this paragraph, a lump-sum payment equal to (without discounting to present value) his then effective Salary under SECTION 3 through the later to occur of (A) the expiration of the Term or (B) twelve (12) months after such termination and (2vi) all outstanding stock options and other incentive awards held by Employee shall become fully vested and shall be exercisable, to the extent not prohibited by any applicable stock option plan of Employer, within twelve (12) months after such termination. In addition, regardless of the election a material misrepresentation knowingly made by Employee pursuant to (1)(x) the Company under the Exchange Agreement or (y) above, Employer shall continue all benefits under SECTION 4 (except participation a knowing material breach of a covenant or agreement by the Company in Employer's 401(k) plan), through the later to occur of (X) the expiration of the Term or (Y) twelve (12) months after such termination, to the extent continuation of such benefits is not prohibited by applicable state and/or federal lawExchange Agreement.

Termination by Employee for Good Reason. Employee terminates may terminate his employment with Employer during the Term hereunder for Good Reason. Upon “Good Reason” means (i) a material and sustained diminution in Employee’s duties under this Agreement or a reduction of Employee’s title, (ii) a material breach by the occurrence Company of any this Agreement, (iii) relocation of Employee’s principal place of employment to a location that is more than fifty (50) miles from Employee’s place of employment as of the events described above Effective Date, without Employee’s consent, (iv) a reduction in SECTIONS 7(A) through 7(C)the Base Salary, inclusiveunless such reduction is part of a temporary, or SECTION 7(E), Employer shall be released and discharged from any liability, obligation or duty arising in connection with this Employment Agreement or in connection with Employee's employment except as otherwise provided herein and further, provided that upon across the occurrence of any event described in SECTION 7(A), Employee shall be entitled to receive the proceeds board reduction for senior executive officers of the life insurance policy maintained by Employer for the benefit of Employee on the life of Employee or upon the occurrence of an event described in SECTION 7(B), Employee shall be entitled to the benefits of any disability policy of Employer covering such event to the extent provided in such policy. In all cases the indemnification obligation shall continue. Notwithstanding the foregoing, should Employee at any time within Company that does not last more than twelve (12) months of the occurrence of a "change of control" (as defined below) cease to be an employee of Employer (or its successor)months, by reason of (i) termination by Employer (or its successor) other than for "cause" (as defined below) or (iiv) voluntary termination by Employee for "good reason upon change of control" (as defined below), then a material reduction in the Employee’s target Annual Bonus; provided that any such event, (1) Employer action shall at the election of Employee either (x) continue to pay Employee his then effective Salary under SECTION 3 through the later to occur of not constitute Good Reason unless (A) Employee provides written notice to the Company of any such action within thirty (30) days of the date on which such action first occurs and provides the Company with thirty (30) days to remedy such action (the “Cure Period”), (B) the Company fails to remedy such action within the Cure Period, and (C) Employee resigns within thirty (30) days of the expiration of the Term or (B) twelve (12) months after such termination or (y) pay Cure Period. If the Employment Period expires because the Expiration Date has been reached while Employee remains employed, neither that nor any subsequent resignation of Employee, within 45 days of ’s employment with the severance of employment described in this paragraph, a lump-sum payment equal to (without discounting to present value) his then effective Salary under SECTION 3 through the later to occur of (A) the expiration of the Term or (B) twelve (12) months after such termination and (2) all outstanding stock options and other incentive awards held by Employee shall become fully vested and Company shall be exercisable, to the extent not prohibited by any applicable stock option plan of Employer, within twelve (12) months after such termination. In addition, regardless of the election made by Employee pursuant to (1)(x) or (y) above, Employer shall continue all benefits under SECTION 4 (except participation in Employer's 401(k) plan), through the later to occur of (X) the expiration of the Term or (Y) twelve (12) months after such termination, to the extent continuation of such benefits is not prohibited by applicable state and/or federal lawconsidered a termination for Good Reason.

Termination by Employee for Good Reason. Employee terminates his shall have the right to terminate her employment with the Employer during the Term for Good Reason. Upon the occurrence of any of the events described above in SECTIONS 7(A) through 7(C"good reason" (as hereinafter defined), inclusive, or SECTION 7(E), Employer shall be released and discharged from any liability, obligation or duty arising in connection with this Employment Agreement or in connection with Employee's employment except as otherwise provided herein and further, provided that upon the occurrence of any event described in SECTION 7(A), Employee shall have given the Employer written notice of Employee's decision to terminate her employment (specifying the alleged "good reason" in reasonable detail) and, if it is possible to cure, the Employer shall not have cured the same within thirty (30) days after receipt of such notice, or, if cure cannot be entitled to receive fully accomplished within thirty (30) days, the proceeds Employer shall not have commenced cure within thirty (30) days after receipt of such notice and cured the life insurance policy maintained by Employer for the benefit alleged "good reason" as soon as possible thereafter. For purposes of Employee on the life of Employee or upon the occurrence of an event described in SECTION 7(B), Employee shall be entitled to the benefits of any disability policy of Employer covering such event to the extent provided in such policy. In all cases the indemnification obligation shall continue. Notwithstanding the foregoing, should Employee at any time within twelve (12) months of the occurrence of a "change of control" (as defined below) cease to be an employee of Employer (or its successor), by reason of (i) termination by Employer (or its successor) other than for "cause" (as defined below) or (ii) voluntary termination by Employee for "good reason upon reason" shall mean (a) 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 reporting responsibilities, or any removal of control" (as defined below)Employee from any positions, then titles or offices specified in any such eventthis Agreement and held by the Employee, (1b) Employer shall at the election of Employee either a reduction in Employee's Base Salary, (x) continue to pay Employee his then effective Salary under SECTION 3 through the later to occur of (Ac) the expiration Employer's material breach of this Agreement, (d) the Term or (B) twelve (12) months after such termination or (y) pay relocation of Employee, within 45 days of the severance 's principal place of employment described in this paragraphto a location that is more than twenty-five (25) miles from both LaFox, a lump-sum payment equal Illinois and Employee's then principal residence, (e) Employee being required to report to someone other the CEO or Board of Directors, and (without discounting to present value) his then effective Salary under SECTION 3 through the later to occur of (Af) the expiration of the Term or (B) twelve (12) months after such termination Employer's failure to implement Employee's reasonable initiatives and (2) all outstanding stock options and other incentive awards held by Employee shall become fully vested and shall be exercisable, to the extent not prohibited by any applicable stock option plan of Employer, within twelve (12) months after such termination. In addition, regardless of the election made by Employee plans developed pursuant to (1)(x) or (y) above, Employer shall continue all benefits under SECTION 4 (except participation her responsibilities and duties set forth in Employer's 401(k) plan), through the later to occur of (X) the expiration of the Term or (Y) twelve (12) months after such termination, to the extent continuation of such benefits is not prohibited by applicable state and/or federal lawSection 1.03.

Termination by Employee for Good Reason. The Employee terminates his employment with Employer during shall have the Term right to terminate the Employment Period for Good Reason. Upon the occurrence of any of the events described above in SECTIONS 7(A) through 7(Cgood reason (as hereinafter defined), inclusive, or SECTION 7(E), Employer shall be released and discharged from any liability, obligation or duty arising in connection with this Employment Agreement or in connection with Employee's employment except as otherwise provided herein and further, provided that upon the occurrence Employee shall have given the Corporation written notice of the Employee's decision to terminate his employment (specifying the alleged Good reason in reasonable detail) and, if it is possible to cure, the Corporation shall not have cured the same within thirty (30) days after receipt of such notice, or, if cure cannot be fully accomplished within thirty (30) days, the Corporation shall not have commenced cure within thirty (30) days after receipt of such notice and cured the alleged Good reason as soon as possible thereafter. For purposes of the foregoing, Good reason shall mean (i) the assignment to the Employee of duties inconsistent with, or the diminution of, the Employee's positions, titles, offices, duties, responsibilities or status with the Corporation as its most senior executive officer, or a change without good cause in the Employee's reporting responsibilities, or any removal of the Employee from, or any failure to elect the Employee to any positions, titles or offices specified in this Agreement and held by the Employee, (ii) a reduction in the Employee's Salary, (iii) a material reduction in the Employee's benefits or perquisites (other than a reduction pursuant to the second to last sentence of Section 4 hereof); or (iv) a requirement that Employee change his place of principal employment to a location other than the metropolitan New York area. In the event described in SECTION 7(A)that the Employment Period is terminated by the Employee for Good reason, the Employee shall be entitled to receive to, and his sole remedies shall be, the proceeds of same benefits provided for in Section 6(d) "Termination by the life insurance policy maintained by Employer for the benefit of Employee on the life of Employee or upon the occurrence of an event described in SECTION 7(BCorporation Without Cause". (f), Employee shall be entitled to the benefits of any disability policy of Employer covering such event to the extent provided in such policy. In all cases the indemnification obligation shall continue. Notwithstanding the foregoing, should Employee at any time within twelve (12) months of the occurrence of a "change of control" (as defined below) cease to be an employee of Employer (or its successor), by reason of (i) termination by Employer (or its successor) other than for "cause" (as defined below) or (ii) voluntary termination by Employee for "good reason upon change of control" (as defined below), then in any such event, (1) Employer shall at the election of Employee either (x) continue to pay Employee his then effective Salary under SECTION 3 through the later to occur of (A) the expiration of the Term or (B) twelve (12) months after such termination or (y) pay Employee, within 45 days of the severance of employment described in this paragraph, a lump-sum payment equal to (without discounting to present value) his then effective Salary under SECTION 3 through the later to occur of (A) the expiration of the Term or (B) twelve (12) months after such termination and (2) all outstanding stock options and other incentive awards held by Employee shall become fully vested and shall be exercisable, to the extent not prohibited by any applicable stock option plan of Employer, within twelve (12) months after such termination. In addition, regardless of the election made by Employee pursuant to (1)(x) or (y) above, Employer shall continue all benefits under SECTION 4 (except participation in Employer's 401(k) plan), through the later to occur of (X) the expiration of the Term or (Y) twelve (12) months after such termination, to the extent continuation of such benefits is not prohibited by applicable state and/or federal law.

Termination by Employee for Good Reason. Employee terminates his may terminate Employee’s employment with Employer during the Term at any time for “Good Reason. Upon the occurrence of ,” if any of the events described above following actions are taken without his express written consent: (i) a material reduction in SECTIONS 7(AEmployee’s duties, responsibilities or authority, including, without limitation, removal of Employee from the position of President, Chief Financial Officer or any other position to which he has been appointed; (ii) through 7(C)a reduction in Employee’s Annual Base Salary or Target Bonus, inclusive(iii) any material breach by the Company or its subsidiaries of any term of provision of this Agreement or any other written agreement to which Employee is a party, including the Grant Agreement or SECTION 7(E), Employer shall be released and discharged from any liability, obligation or duty arising grant agreement entered into in connection with the grants made pursuant to Section 3(e) above, (iv) Employee being required to work solely or substantially at a location more than 50 miles from a location where Employee has been permitted to work as of the date of beginning employment, (v) any requirement that the Employee report to someone other than the Chief Executive Officer of the Company, or (vi) the failure of a successor to all or substantially all of the assets of the Company to assume this Employment Agreement either contractually or in connection with Employee's employment except as otherwise provided herein and further, a matter of law as of the date of such transaction; provided that upon any such event shall not constitute Good Reason unless and until the Employee shall have provided the Company with written notice thereof no later than forty five (45) days following the initial occurrence of any such event described (or if later, the date Employee learns of it) and, except in SECTION 7(Athe case of clause (vi), the Company shall have failed to fully remedy such event within forty five (45) days of receipt of such notice, and the Employee shall be entitled to receive have terminated Employee’s employment with the proceeds of the life insurance policy maintained by Employer for the benefit of Employee on the life of Employee or upon the occurrence of an event described in SECTION 7(B), Employee shall be entitled to the benefits of any disability policy of Employer covering such event to the extent provided in such policy. In all cases the indemnification obligation shall continue. Notwithstanding the foregoing, should Employee at any time Company within twelve thirty (1230) months of the occurrence of a "change of control" (as defined below) cease to be an employee of Employer (or its successor), by reason of (i) termination by Employer (or its successor) other than for "cause" (as defined below) or (ii) voluntary termination by Employee for "good reason upon change of control" (as defined below), then in any such event, (1) Employer shall at the election of Employee either (x) continue to pay Employee his then effective Salary under SECTION 3 through the later to occur of (A) days following the expiration of such remedial period (or in the Term or case of clause (B) twelve (12) months after such termination or (y) pay Employeevi), within 45 thirty (30) days following delivery of the severance of employment described in this paragraph, a lump-sum payment equal notice that Employee has Good Reason to (without discounting to present value) his then effective Salary under SECTION 3 through the later to occur of (A) the expiration of the Term or (B) twelve (12) months after such termination and (2) all outstanding stock options and other incentive awards held by Employee shall become fully vested and shall be exercisable, to the extent not prohibited by any applicable stock option plan of Employer, within twelve (12) months after such terminationresign). In addition, regardless of the election made by Employee pursuant to (1)(x) or (y) above, Employer shall continue all benefits under SECTION 4 (except participation in Employer's 401(k) plan), through the later to occur of (X) the expiration of the Term or (Y) twelve (12) months after such termination, to the extent continuation of such benefits is not prohibited by applicable state and/or federal law.Initials: Company: Employee:

Termination by Employee for Good Reason. (Other Than A Termination In Connection With A Change in Control). "Good Reason" shall mean a termination of Employee's employment by Employee terminates his with the Employer and any Employer Entity as a result of the occurrence, without Employee's written consent, of one of the following events: (a) a material reduction in Employee'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) a failure to provide Employee with the 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, authority, duties or responsibilities which results in a significant diminution in Employee's position, authority, duties or responsibilities, including, without limitation, Employee being required to report to any person other than the CEO, except in connection with a termination of Employee's employment with Employer during for Permanent Disability, Employer Cause, death, or temporarily as a result of Employee's incapacity or other absence for an extended period; (d) a relocation of Employer's principal place of business, or of Employee's own office as assigned to Employee by Employer, to a location that increases Employee's normal work commute by more than 50 miles; or (e) Employer or the Term 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. Upon the occurrence of any , (a) Employer must be notified by Employee in writing within 90 days of the events described above in SECTIONS 7(Aevent constituting Good Reason, (b) through 7(C), inclusive, or SECTION 7(E), Employer shall be released and discharged from any liability, obligation or duty arising in connection with this Employment Agreement or in connection with Employee's employment except as otherwise provided herein and further, provided that upon the occurrence of any event described in SECTION 7(A), Employee shall be entitled to receive the proceeds of the life insurance policy maintained must remain uncorrected by Employer for 30 days following such notice (the benefit of Employee on the life of Employee or upon the occurrence of an event described in SECTION 7(B"Notice Period"), Employee shall be entitled to the benefits of any disability policy of Employer covering and (c) such event to the extent provided in such policy. In all cases the indemnification obligation shall continue. Notwithstanding the foregoing, should Employee at any time termination must occur within twelve (12) months of the occurrence of a "change of control" (as defined below) cease to be an employee of Employer (or its successor), by reason of (i) termination by Employer (or its successor) other than for "cause" (as defined below) or (ii) voluntary termination by Employee for "good reason upon change of control" (as defined below), then in any such event, (1) Employer shall at the election of Employee either (x) continue to pay Employee his then effective Salary under SECTION 3 through the later to occur of (A) 60 days after the expiration of the Term or (B) twelve (12) months after such termination or (y) pay Employee, within 45 days of the severance of employment described in this paragraph, a lump-sum payment equal to (without discounting to present value) his then effective Salary under SECTION 3 through the later to occur of (A) the expiration of the Term or (B) twelve (12) months after such termination and (2) all outstanding stock options and other incentive awards held by Employee shall become fully vested and shall be exercisable, to the extent not prohibited by any applicable stock option plan of Employer, within twelve (12) months after such termination. In addition, regardless of the election made by Employee pursuant to (1)(x) or (y) above, Employer shall continue all benefits under SECTION 4 (except participation in Employer's 401(k) plan), through the later to occur of (X) the expiration of the Term or (Y) twelve (12) months after such termination, to the extent continuation of such benefits is not prohibited by applicable state and/or federal lawNotice Period.

Termination by Employee for Good Reason. Subject to Section 3.2, Employee terminates his may terminate her employment with Employer during the Term obligation hereunder (but not her 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 (s)he deems to constitute Good Reason (which notice shall specify the grounds upon which such notice is given) and the Company fails, within thirty (30) days of receipt of such notice, to cure or rectify the grounds for such Good Reason termination set forth in such notice. Upon the occurrence of “Good Reason” shall mean any of the events described above in SECTIONS 7(A) through 7(C), inclusive, or SECTION 7(E), Employer shall be released and discharged from any liability, obligation or duty arising in connection with this Employment Agreement or in connection with Employee's employment except as otherwise provided herein and further, provided that upon the occurrence of any event described in SECTION 7(A), Employee shall be entitled to receive the proceeds of the life insurance policy maintained by Employer for the benefit of Employee on the life of Employee or upon the occurrence of an event described in SECTION 7(B), Employee shall be entitled to the benefits of any disability policy of Employer covering such event to the extent provided in such policy. In all cases the indemnification obligation shall continue. Notwithstanding the foregoing, should Employee at any time within twelve (12) months of the occurrence of a "change of control" (as defined below) cease to be an employee of Employer (or its successor), by reason of following: (i) termination mutual written agreement by Employer (or its successor) other than for "cause" (as defined below) or Employee and the Board of Directors that Good Reason exists; (ii) voluntary termination a material violation by the Company of this Agreement that continues uncured for a period of thirty (30) days after notice thereof by the Employee; (iii) if such Employee for "good reason upon change is an executive officer of control" the Company, demotion of the Employee, without the Employee’s prior consent, to a position that does not include significant managerial responsibilities; (as defined below)iv) reduction of the Employee’s then-current material responsibilities, then in any such event, (1) Employer which shall at the election of Employee either (x) continue include but are not limited to pay Employee his then effective Salary under SECTION 3 through the later to occur of (A) the expiration hiring, retention and management of the Term or internal and outside legal counsel, (B) twelve the oversight and management of litigation, intellectual property, regulatory and transactional matters, (12C) months after such termination corporate secretarial functions and (D) corporate governance and compliance matters; (v) reduction in 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 similar class of officers or employees; or (yvi) pay Employee, within 45 days a relocation of the severance Company that requires the Employee to commute to an office that is more than sixty (60) miles away from the Employee’s then current place of employment described in this paragraph, a lump-sum payment equal to (without discounting to present value) his then effective Salary under SECTION 3 through the later to occur of (A) the expiration of the Term or (B) twelve (12) months after such termination and (2) all outstanding stock options and other incentive awards held by Employee shall become fully vested and shall be exercisable, to the extent not prohibited by any applicable stock option plan of Employer, within twelve (12) months after such termination. In addition, regardless of the election made by Employee pursuant to (1)(x) or (y) above, Employer shall continue all benefits under SECTION 4 (except participation in Employer's 401(k) plan), through the later to occur of (X) the expiration of the Term or (Y) twelve (12) months after such termination, to the extent continuation of such benefits is not prohibited by applicable state and/or federal lawemployment.

Termination by Employee for Good Reason. The Employee terminates his employment with Employer during shall have the Term right to terminate the Employment Period for Good Reason. Upon the occurrence of any of the events described above in SECTIONS 7(A) through 7(C"good reason" (as hereinafter defined), inclusive, or SECTION 7(E), Employer shall be released and discharged from any liability, obligation or duty arising in connection with this Employment Agreement or in connection with Employee's employment except as otherwise provided herein and further, provided that upon the occurrence Employee shall have given the Corporation written notice of the Employee's decision to terminate his employment (specifying the alleged "good reason" in reasonable detail) and, if it is possible to cure, the Corporation shall not have cured the same within thirty (30) days after receipt of such notice, or, if cure cannot be fully accomplished within thirty (30) days, the Corporation shall not have commenced cure within thirty (30) days after receipt of such notice and cured the alleged "good reason" as soon as possible thereafter. For purposes of the foregoing, "good reason" shall mean (i) the assignment to the Employee of duties inconsistent with, or the diminution of, the Employee's positions, titles, offices, duties, responsibilities or status with the Corporation as a senior executive officer, or a change without good cause in the Employee's reporting responsibilities, or any removal of the Employee from, or any failure to elect the Employee to any positions, titles or offices specified in this Agreement and held by the Employee, (ii) a reduction in the Employee's Salary, (iii) a material reduction in the Employee's benefits or perquisites (other than a reduction pursuant to the second to last sentence of Section 4 hereof); or (iv) a requirement that Employee change his place of principal employment to a location other than the metropolitan New York area. In the event described in SECTION 7(A)that the Employment Period is terminated by the Employee for "good reason", the Employee shall be entitled to receive to, and his sole remedies shall be, the proceeds of same benefits provided for in Section 6(d) "Termination by the life insurance policy maintained by Employer for the benefit of Employee on the life of Employee or upon the occurrence of an event described in SECTION 7(B), Employee shall be entitled to the benefits of any disability policy of Employer covering such event to the extent provided in such policy. In all cases the indemnification obligation shall continue. Notwithstanding the foregoing, should Employee at any time within twelve (12) months of the occurrence of a Corporation Without Cause"change of control" (as defined below) cease to be an employee of Employer (or its successor), by reason of (i) termination by Employer (or its successor) other than for "cause" (as defined below) or (ii) voluntary termination by Employee for "good reason upon change of control" (as defined below), then in any such event, (1) Employer shall at the election of Employee either (x) continue to pay Employee his then effective Salary under SECTION 3 through the later to occur of (A) the expiration of the Term or (B) twelve (12) months after such termination or (y) pay Employee, within 45 days of the severance of employment described in this paragraph, a lump-sum payment equal to (without discounting to present value) his then effective Salary under SECTION 3 through the later to occur of (A) the expiration of the Term or (B) twelve (12) months after such termination and (2) all outstanding stock options and other incentive awards held by Employee shall become fully vested and shall be exercisable, to the extent not prohibited by any applicable stock option plan of Employer, within twelve (12) months after such termination. In addition, regardless of the election made by Employee pursuant to (1)(x) or (y) above, Employer shall continue all benefits under SECTION 4 (except participation in Employer's 401(k) plan), through the later to occur of (X) the expiration of the Term or (Y) twelve (12) months after such termination, to the extent continuation of such benefits is not prohibited by applicable state and/or federal law.

Termination by Employee for Good Reason. Employee terminates his may terminate Employee's employment with Employer during the Term hereunder for Good Reason. Upon For purposes of this Agreement, "Good Reason" shall mean (A) the occurrence of any failure of the events described above in SECTIONS 7(A) through 7(C), inclusiveBoard of Directors to continue to recommend or elect, or SECTION 7(E)the stockholders of the Company to continue to elect, Employer shall be released and discharged from any liability, obligation or duty arising in connection with this Employment Agreement or in connection with Employee as a director of the Company throughout the term of Employee's employment except as otherwise provided herein and furtherhereunder, 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 upon if Employee is not so continued, the occurrence of any event described in SECTION 7(A), Employee Company shall be entitled to receive the proceeds cure such failure within thirty (30) days after Employee ceases to serve as a director or a member of the life insurance policy maintained by Employer for Executive Committee, as the benefit 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 on the life of Employee or upon the occurrence of an event described in SECTION 7(B), Employee shall be entitled 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 to perform any of any disability policy of Employer covering such event its material obligations hereunder, provided that Employee first deliver written notice thereof to the extent provided in such policy. In all cases the indemnification obligation shall continue. Notwithstanding the foregoing, should Employee at any time within twelve (12) months Chairman of the occurrence Board of the Company and the Company shall not have cured such reduction or failure within thirty (30) days after receipt of such written notice, or (D) the Company relocates its principal place of business to a "change of control" (as defined below) cease to be an employee of Employer (or its successor), by reason of place whose distance is further than a (i) termination by Employer (or its successor) other than for "cause" (as defined below) 75-mile radius from Coral Gables, Florida or (ii) voluntary termination by Employee for "good reason upon change of control" (as defined below)75-mile radius from New York, then in any such event, (1) Employer shall at the election of Employee either (x) continue to pay Employee his then effective Salary under SECTION 3 through the later to occur of (A) the expiration of the Term or (B) twelve (12) months after such termination or (y) pay Employee, within 45 days of the severance of employment described in this paragraph, a lump-sum payment equal to (without discounting to present value) his then effective Salary under SECTION 3 through the later to occur of (A) the expiration of the Term or (B) twelve (12) months after such termination and (2) all outstanding stock options and other incentive awards held by Employee shall become fully vested and shall be exercisable, to the extent not prohibited by any applicable stock option plan of Employer, within twelve (12) months after such termination. In addition, regardless of the election made by Employee pursuant to (1)(x) or (y) above, Employer shall continue all benefits under SECTION 4 (except participation in Employer's 401(k) plan), through the later to occur of (X) the expiration of the Term or (Y) twelve (12) months after such termination, to the extent continuation of such benefits is not prohibited by applicable state and/or federal lawNew York.

Termination by Employee for Good Reason. Employee may terminate his employment hereunder for “Good Reason,” which shall mean any material breach by Employer of the terms 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 with Employer during the Term for Good Reason. Upon , subject to Employer’s right to cure as set forth above, the occurrence of any termination shall take effect on the effective date (determined under Section 15) of the events described above in SECTIONS 7(A) through 7(C)written notice to Employer, inclusive, or SECTION 7(E), Employer and Employee shall be released entitled to the same payments and discharged from any liabilitybenefits, obligation or duty arising in connection with this Employment Agreement or in connection with Employee's employment except as otherwise provided herein and furtherat the same times, provided that upon the occurrence of any event described in SECTION 7(A)Section 6.2 for a termination by Employer without Cause. Likewise, as of the effective date of Employee’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 receive the proceeds retain and have full ownership of the life insurance policy maintained by all electronic devices provided to Employee (including, without limitation, a computer, telephone and tablet) ); provided that all Employer for the benefit of Employee on the life of Employee or upon the occurrence of an event described in SECTION 7(B), Employee confidential information shall be entitled deleted from such devices before releasing them to the benefits of any disability policy of Employer covering such event to the extent provided in such policy. In all cases the indemnification obligation shall continue. Notwithstanding the foregoing, should Employee at any time within twelve (12) months of the occurrence of a "change of control" (as defined below) cease to be an employee of Employer (or its successor), by reason of (i) termination by Employer (or its successor) other than for "cause" (as defined below) or (ii) voluntary termination by Employee for "good reason upon change of control" (as defined below), then in any such event, (1) Employer shall at the election of Employee either (x) continue to pay Employee his then effective Salary under SECTION 3 through the later to occur of (A) the expiration of the Term or (B) twelve (12) months after such termination or (y) pay Employee, within 45 days of the severance of employment described in this paragraph, a lump-sum payment equal to (without discounting to present value) his then effective Salary under SECTION 3 through the later to occur of (A) the expiration of the Term or (B) twelve (12) months after such termination and (2) all outstanding stock options and other incentive awards held by Employee shall become fully vested and shall be exercisable, to the extent not prohibited by any applicable stock option plan of Employer, within twelve (12) months after such termination. In addition, regardless of the election made by Employee pursuant to (1)(x) or (y) above, Employer shall continue all benefits under SECTION 4 (except participation in Employer's 401(k) plan), through the later to occur of (X) the expiration of the Term or (Y) twelve (12) months after such termination, to the extent continuation of such benefits is not prohibited by applicable state and/or federal lawEmploye.

Termination by Employee for Good Reason. If Employee terminates his employment with Employer during the Term Company for Good Reason. Upon the occurrence of any of the events described above in SECTIONS 7(A) through 7(C), inclusive, or SECTION 7(E), Employer shall be released and discharged from any liability, obligation or duty arising in connection with this Employment Agreement or in connection with Employee's employment except as otherwise provided herein and further, provided that upon the occurrence of any event described in SECTION 7(A), Employee shall be entitled continue to receive his Base Salary for the proceeds remainder of the life insurance policy maintained by Employer for Initial Term (or, if applicable, the benefit of Employee on the life of Employee or upon the occurrence of an event described in SECTION 7(B)then-current Renewal Term, Employee shall be entitled to the benefits of any disability policy of Employer covering such event to the extent provided in such policy. In all cases the indemnification obligation shall continue. Notwithstanding the foregoing, should Employee at any time within twelve (12) months of the occurrence of a "change of control" (as defined below) cease to be an employee of Employer (or its successor), by reason of (i) termination by Employer (or its successor) other than for "cause" (as defined below) or (ii) voluntary termination by Employee for "good reason upon change of control" (as defined below). If the Employee terminates his employment for Good Reason during the Initial Term, then Employee shall further be entitled to bonus payments equal to the Guaranteed Amount for each year remaining in any the Initial Term. Employee agrees not to terminate his employment for Good Reason unless (i) Employee has given the Company at least 30 days’ prior written notice of his intent to terminate this employment for Good Reason, which notice shall specify the facts and circumstances constituting Good Reason, and (ii) the Company has not remedied such eventfacts and circumstances constituting Good Reason within such 30 day period. For purposes of this Employment Contract, “Good Reason” means (1) Employer shall at any failure by the election of Employee either (x) continue Company to pay Employee his then effective Salary comply with its obligations under SECTION section 3 through the later to occur of (A) the expiration of the Term or (B) twelve (12) months after such termination or (y) pay Employee, within 45 days of the severance of employment described in this paragraph, a lump-sum payment equal to (without discounting to present value) his then effective Salary under SECTION 3 through the later to occur of (A) the expiration of the Term or (B) twelve (12) months after such termination and hereof; (2) all outstanding stock options 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 present headquarters; or (4) a significant and material reduction, made without the Employee’s consent, in Employee’s position, authority, duties or responsibilities as contemplated in section 2 hereof; provided, however, that such reduction as described in subsection (d)(4) shall constitute Good Reason only if Employee has, prior to such reduction, consistently performed his duties and responsibilities at a performance and quality level (including, but not limited to, in terms of productivity, business results, teamwork with other incentive awards held by Employee shall become fully vested senior management, and shall be exercisable, to cooperation with the extent not prohibited by any applicable stock option plan Company’s business strategies) reasonably expected of Employer, within twelve (12) months after such termination. In addition, regardless an Executive Vice President of the election made by Employee pursuant to (1)(x) or (y) above, Employer shall continue all benefits under SECTION 4 (except participation in Employer's 401(k) plan), through the later to occur of (X) the expiration of the Term or (Y) twelve (12) months after such termination, to the extent continuation of such benefits is not prohibited by applicable state and/or federal lawCompany.

Termination by Employee for Good Reason. (a) Employee may terminate his employment hereunder for "Good Reason," which shall mean any material breach by Employer of the terms 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 with Employer during the Term for Good Reason. Upon , subject to Employer's right to cure as set forth above, the occurrence of any termination shall take effect on the effective date (determined under Section 15) of the events described above in SECTIONS 7(A) through 7(C)written notice to Employer, inclusive, or SECTION 7(E), Employer and Employee shall be released entitled to the same payments and discharged from any liabilitybenefits, obligation or duty arising at the same times, described in connection with this Employment Agreement or in connection with Section 6.2 for a termination by Employer without Cause. Likewise, as of the effective date of Employee's employment except 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 otherwise provided herein restricted stock units, stock appreciation rights, performance units, etc., and further, provided that upon the occurrence of any event described in SECTION 7(A)all stock options and other equity awards shall remain exercisable thereafter for their full term. In addition, Employee shall be entitled to receive the proceeds retain and have full ownership of the life insurance policy maintained 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 for the benefit of Employee on the life of Employee or upon the occurrence of an event described in SECTION 7(B), Employee shall be entitled from such devices before releasing them to the benefits of any disability policy of Employer covering such event to the extent provided in such policy. In all cases the indemnification obligation shall continue. Notwithstanding the foregoing, should Employee at any time within twelve (12) months of the occurrence of a "change of control" (as defined below) cease to be an employee of Employer (or its successor), by reason of (i) termination by Employer (or its successor) other than for "cause" (as defined below) or (ii) voluntary termination by Employee for "good reason upon change of control" (as defined below), then in any such event, (1) Employer shall at the election of Employee either (x) continue to pay Employee his then effective Salary under SECTION 3 through the later to occur of (A) the expiration of the Term or (B) twelve (12) months after such termination or (y) pay Employee, within 45 days of the severance of employment described in this paragraph, a lump-sum payment equal to (without discounting to present value) his then effective Salary under SECTION 3 through the later to occur of (A) the expiration of the Term or (B) twelve (12) months after such termination and (2) all outstanding stock options and other incentive awards held by Employee shall become fully vested and shall be exercisable, to the extent not prohibited by any applicable stock option plan of Employer, within twelve (12) months after such termination. In addition, regardless of the election made by Employee pursuant to (1)(x) or (y) above, Employer shall continue all benefits under SECTION 4 (except participation in Employer's 401(k) plan), through the later to occur of (X) the expiration of the Term or (Y) twelve (12) months after such termination, to the extent continuation of such benefits is not prohibited by applicable state and/or federal law.

Termination by Employee for Good Reason. For purposes of this Agreement, “Good Reason” shall mean (i) a material diminution in Employee’s position, duties, base salary, and responsibilities; (ii) Company’s notice to Employee that his or her position will be relocated to an office which is greater than 150 miles from Employee’s prior office location; (iii) the Board requests Employee to engage in actions that would constitute illegal or unethical acts; or (iv) any material breach by the Company or its subsidiary of any contract entered into between Employee and the Company or an affiliate of the Company, including this Agreement. In all cases of Good Reason, (A) Employee must have given notice to Company that an alleged Good Reason event has occurred, (B) the circumstance must remain uncorrected by Company after the expiration of thirty (30) days after receipt by Company of such notice, and (C) Employee must resign her employment within thirty (30) days of the expiration of the foregoing 30-day cure period. If Employee properly terminates his or her employment with Employer during the Term for Good Reason. Upon the occurrence of any of the events described above in SECTIONS 7(A) through 7(C), inclusive, or SECTION 7(E), Employer shall be released and discharged from any liability, obligation or duty arising in connection with this Employment Agreement or in connection with Employee's employment except as otherwise provided herein and further, provided that upon the occurrence of any event described in SECTION 7(A), Employee shall be entitled to receive from Company, subject to Sections 6, 11 and 12, severance equal to eighteen (18) months of Employee’s base salary, then in effect at the proceeds time of the life insurance policy maintained by Employer for the benefit of Employee termination, payable on the life Company’s ordinary payment dates during the severance pay period, less applicable taxes and withholdings. Employee shall also receive any accrued, unused vacation pay. The severance pay is conditioned upon Employee’s execution of Employee a full and final waiver of all claims against Company, and not rescinding or upon revoking (to the occurrence of an event described extent permitted under such release) Employee’s release, in SECTION 7(B)a form acceptable to Company. The Employee’s rights and obligations regarding stock options, restricted stock or other equity incentives owned by Employee shall be entitled to determined in accordance with and be governed by the benefits of Plan and any disability policy of Employer covering award agreements issuing such event to the extent equity incentives; provided in such policy. In that all cases the indemnification obligation shall continue. Notwithstanding the foregoing, should Employee at any time within twelve (12) months of the occurrence of a "change of control" (as defined below) cease to be an employee of Employer (or its successor), by reason of (i) termination by Employer (or its successor) other than for "cause" (as defined below) or (ii) voluntary termination by Employee for "good reason upon change of control" (as defined below), then in any such event, (1) Employer shall at the election of Employee either (x) continue to pay Employee his then effective Salary under SECTION 3 through the later to occur of (A) the expiration of the Term or (B) twelve (12) months after such termination or (y) pay Employee, within 45 days of the severance of employment described in this paragraph, a lump-sum payment equal to (without discounting to present value) his then effective Salary under SECTION 3 through the later to occur of (A) the expiration of the Term or (B) twelve (12) months after such termination and (2) all outstanding stock options and other incentive awards held by Employee shall become be deemed to have fully vested and all restrictions on any restricted stock issued to Employee shall be exercisable, deemed to have lapsed effective upon the extent not prohibited by any applicable stock option plan of Employer, within twelve (12) months after such termination. In addition, regardless of the election made by Employee pursuant to (1)(x) or (y) above, Employer shall continue all benefits termination date under SECTION 4 (except participation in Employer's 401(k) plan), through the later to occur of (X) the expiration of the Term or (Y) twelve (12) months after such termination, to the extent continuation of such benefits is not prohibited by applicable state and/or federal lawthis Section.

Termination by Employee for Good Reason. The Employee terminates his employment with Employer during shall have the Term right to terminate the Employment Period for Good Reason. Upon the occurrence of any of the events described above in SECTIONS 7(A) through 7(C"good reason" (as hereinafter defined), inclusive, or SECTION 7(E), Employer shall be released and discharged from any liability, obligation or duty arising in connection with this Employment Agreement or in connection with Employee's employment except as otherwise provided herein and further, provided that upon the occurrence of any event described in SECTION 7(A), Employee shall be entitled to receive have given the proceeds Corporation written notice of the life insurance policy maintained by Employer for Employee's decision to terminate his employment (specifying the benefit alleged "good reason" in reasonable detail) and the Corporation shall not have cured the same within ninety (90) days after receipt of Employee on such notice, or, if cure cannot be fully accomplished within ninety (90) days, the life Corporation shall not have commenced cure within ninety (90) days after receipt of Employee or upon such notice and cured the occurrence alleged "good reason" as soon as possible thereafter. For purposes of an event described in SECTION 7(B), Employee shall be entitled to the benefits of any disability policy of Employer covering such event to the extent provided in such policy. In all cases the indemnification obligation shall continue. Notwithstanding the foregoing, should "good reason" shall mean (i) the assignment to the Employee at of duties inconsistent with, or the diminution of, the Employee's positions, titles, offices, duties, responsibilities or status with the Corporation, or a change without good cause in the Employee's reporting responsibilities, or any time within twelve (12) months removal of the occurrence Employee from or any failure to elect the Employee to any positions, titles or offices specified in this Agreement and held by the Employee, (ii) a reduction in the Employee's Salary, (iii) a material reduction in the Employee's benefits (other than a reduction pursuant to the last sentence of Section 4 hereof), or (iv) a "change Change of controlControl" (as such term is defined below) cease to be an employee of Employer (or its successorin Section 19), by reason of (i) termination by Employer (or its successor) other than for "cause" (as defined below) or (ii) voluntary termination by Employee for "good reason upon change of control" (as defined below), then in any such event, (1) Employer shall at the election of Employee either (x) continue to pay Employee his then effective Salary under SECTION 3 through the later to occur of (A) the expiration of the Term or (B) twelve (12) months after such termination or (y) pay Employee, within 45 days of the severance of employment described in this paragraph, a lump-sum payment equal to (without discounting to present value) his then effective Salary under SECTION 3 through the later to occur of (A) the expiration of the Term or (B) twelve (12) months after such termination and (2) all outstanding stock options and other incentive awards held by Employee shall become fully vested and shall be exercisable, to the extent not prohibited by any applicable stock option plan of Employer, within twelve (12) months after such termination. In addition, regardless of the election made by Employee pursuant to (1)(x) or (y) above, Employer shall continue all benefits under SECTION 4 (except participation in Employer's 401(k) plan), through the later to occur of (X) the expiration of the Term or (Y) twelve (12) months after such termination, to the extent continuation of such benefits is not prohibited by applicable state and/or federal law.

Termination by Employee for Good Reason. The Employee terminates shall have the right to terminate his/her employment for "Good Reason") (as hereinafter defined), provided that the Employee shall have given the Corporation ninety 90 days prior written notice of the Employee's decision to terminate his employment (specifying the alleged "good reason" in reasonable detail) and, if it is possible to cure, the Corporation shall not have cured the same within thirty (30) days after receipt of such notice, or, if cure cannot be fully accomplished within thirty (30) days, the Corporation shall not have commenced cure within thirty (30) days after receipt of such notice and cured the alleged good reason as soon as possible thereafter. For purposes of the foregoing, "Good Reason" shall mean (i) the assignment to the Employee of duties inconsistent with Employer during the Term Employee's positions, titles, offices, duties, responsibilities or status with the Corporation as an executive, or a change without good cause in the Employee's reporting responsibilities, or any removal of the Employee from, or any failure to elect the Employee to any positions, titles or offices specified in this Agreement and held by the Employee, (ii) a reduction in the Employee's Salary, (iii) a material reduction in the Employee's benefits or perquisites (other than a reduction pursuant to the second to last sentence of Section 3 hereof); or (iv) a requirement that Employee change his place of principal employment to a location other than the metropolitan New York area. In the event that the employment is terminated by the Employee for Good Reason. Upon , the occurrence of any of the events described above in SECTIONS 7(A) through 7(C), inclusive, or SECTION 7(E), Employer shall be released and discharged from any liability, obligation or duty arising in connection with this Employment Agreement or in connection with Employee's employment except as otherwise provided herein and further, provided that upon the occurrence of any event described in SECTION 7(A), Employee shall be entitled to receive to, and his sole remedies shall be, the proceeds of same benefits provided for in Section 5(d) "Termination by the life insurance policy maintained by Employer for the benefit of Employee on the life of Employee or upon the occurrence of an event described in SECTION 7(B), Employee shall be entitled to the benefits of any disability policy of Employer covering such event to the extent provided in such policy. In all cases the indemnification obligation shall continue. Notwithstanding the foregoing, should Employee at any time within twelve (12) months of the occurrence of a Corporation Without Cause"change of control" (as defined below) cease to be an employee of Employer (or its successor), by reason of (i) termination by Employer (or its successor) other than for "cause" (as defined below) or (ii) voluntary termination by Employee for "good reason upon change of control" (as defined below), then in any such event, (1) Employer shall at the election of Employee either (x) continue to pay Employee his then effective Salary under SECTION 3 through the later to occur of (A) the expiration of the Term or (B) twelve (12) months after such termination or (y) pay Employee, within 45 days of the severance of employment described in this paragraph, a lump-sum payment equal to (without discounting to present value) his then effective Salary under SECTION 3 through the later to occur of (A) the expiration of the Term or (B) twelve (12) months after such termination and (2) all outstanding stock options and other incentive awards held by Employee shall become fully vested and shall be exercisable, to the extent not prohibited by any applicable stock option plan of Employer, within twelve (12) months after such termination. In addition, regardless of the election made by Employee pursuant to (1)(x) or (y) above, Employer shall continue all benefits under SECTION 4 (except participation in Employer's 401(k) plan), through the later to occur of (X) the expiration of the Term or (Y) twelve (12) months after such termination, to the extent continuation of such benefits is not prohibited by applicable state and/or federal law.

Termination by Employee for Good Reason. The Employee terminates his employment with Employer during shall have the Term right to terminate the Employment Period for Good Reason. Upon the occurrence of any of the events described above in SECTIONS 7(A) through 7(C"good reason" (as hereinafter defined), inclusive, or SECTION 7(E), Employer shall be released and discharged from any liability, obligation or duty arising in connection with this Employment Agreement or in connection with Employee's employment except as otherwise provided herein and further, provided that upon the occurrence Employee shall have given the Corporation written notice of the Employee's decision to terminate his employment (specifying the alleged "good reason" in reasonable detail) and, if it is possible to cure, the Corporation shall not have cured the same within thirty (30) days after receipt of such notice, or, if cure cannot be fully accomplished within thirty (30) days, the Corporation shall not have commenced cure within thirty (30) days after receipt of such notice and cured the alleged "good reason" as soon as possible thereafter. For purposes of the foregoing, "good reason" shall mean (i) the assignment to the Employee of duties inconsistent with, or the diminution of, the Employee's positions, titles, offices, duties, responsibilities or status with the Corporation as a senior executive officer, or a change without good cause in the Employee's reporting responsibilities, or any removal of the Employee from, or any failure to elect the Employee to any positions, titles or offices specified in this Agreement and held by the Employee, (ii) a reduction in the Employee's Salary, (iii) a material reduction in the Employee's benefits or perquisites (other than a reduction pursuant to the second to last sentence of Section 4 hereof); or (iv) a requirement that Employee change his place of principal employment to a location other than the metropolitan New York area. In the event described in SECTION 7(A)that the Employment Period is terminated by the Employee for "good reason", the Employee shall be entitled to receive to, and his sole remedies shall be, the proceeds of same benefits provided for in Section 6(d) "Termination by the life insurance policy maintained by Employer for the benefit of Employee on the life of Employee or upon the occurrence of an event described in SECTION 7(BCorporation Without Cause". (f), Employee shall be entitled to the benefits of any disability policy of Employer covering such event to the extent provided in such policy. In all cases the indemnification obligation shall continue. Notwithstanding the foregoing, should Employee at any time within twelve (12) months of the occurrence of a "change of control" (as defined below) cease to be an employee of Employer (or its successor), by reason of (i) termination by Employer (or its successor) other than for "cause" (as defined below) or (ii) voluntary termination by Employee for "good reason upon change of control" (as defined below), then in any such event, (1) Employer shall at the election of Employee either (x) continue to pay Employee his then effective Salary under SECTION 3 through the later to occur of (A) the expiration of the Term or (B) twelve (12) months after such termination or (y) pay Employee, within 45 days of the severance of employment described in this paragraph, a lump-sum payment equal to (without discounting to present value) his then effective Salary under SECTION 3 through the later to occur of (A) the expiration of the Term or (B) twelve (12) months after such termination and (2) all outstanding stock options and other incentive awards held by Employee shall become fully vested and shall be exercisable, to the extent not prohibited by any applicable stock option plan of Employer, within twelve (12) months after such termination. In addition, regardless of the election made by Employee pursuant to (1)(x) or (y) above, Employer shall continue all benefits under SECTION 4 (except participation in Employer's 401(k) plan), through the later to occur of (X) the expiration of the Term or (Y) twelve (12) months after such termination, to the extent continuation of such benefits is not prohibited by applicable state and/or federal law.

Termination by Employee for Good Reason. Employee terminates may terminate the Employment Term and his employment with Employer during the Term obligation hereunder (but not his obligation under Article 4 hereof) for “Good Reason” (as hereinafter defined) if Employee gives written notice thereof to the Company (which notice shall specify the grounds upon which such notice is given) and the Company fails, within 30 days of receipt of such notice, to cure or rectify the grounds for such Good Reason termination set forth in such notice. Upon the occurrence of “Good Reason” shall mean any of the events described above in SECTIONS 7(Afollowing: (i) through 7(C), inclusive, a material reduction of the Employee’s duties and responsibilities hereunder; or SECTION 7(E), Employer shall be released and discharged from any liability, obligation or duty arising in connection with (ii) the Company’s material breach of the Agreement. If Employee’s employment is terminated pursuant to this Employment Agreement or in connection with Employee's employment except as otherwise provided herein and further, provided that upon the occurrence of any event described in SECTION 7(A)Section 3.2, Employee shall be entitled have no further rights against the Company hereunder, except for the right to receive (i) the Accrued Obligations payable as set forth in Section 3.1 above, and (ii) the Severance Benefits; provided, however, Employee’s right to receive the proceeds Severance Benefits is subject to and contingent on the Company’s receipt, at least eight (8) days prior to the sixtieth (60th) day following the date of termination of the life insurance policy maintained Employment Term, of a Separation Agreement and General Release in accordance with Section 3.7 which has not been revoked by Employer for the benefit of Employee on the life of Employee or upon the occurrence of an event described in SECTION 7(B), Employee shall be entitled to the benefits of any disability policy of Employer covering such event to the extent provided in such policy. In all cases the indemnification obligation shall continueEmployee. Notwithstanding the foregoing, should in the event that Employee shall breach any of his obligations under Article 4 at any time within twelve (12) months of time, in addition to any other remedies available to the occurrence of a "change of control" (as defined below) cease to Company at law or in equity, the Company shall be an employee of Employer (or its successor), by reason of (i) termination by Employer (or its successor) other than for "cause" (as defined below) or (ii) voluntary termination by Employee for "good reason upon change of control" (as defined below), then in any such event, (1) Employer relieved from and shall at the election of Employee either (x) continue have no obligation to pay Employee his any then effective Salary unpaid Severance Benefits amounts to which Employee would otherwise have been entitled under SECTION 3 through the later to occur of (A) the expiration of the Term or (B) twelve (12) months after such termination or (y) pay Employee, within 45 days of the severance of employment described in this paragraph, a lump-sum payment equal to (without discounting to present value) his then effective Salary under SECTION 3 through the later to occur of (A) the expiration of the Term or (B) twelve (12) months after such termination and (2) all outstanding stock options and other incentive awards held by Employee shall become fully vested and shall be exercisable, to the extent not prohibited by any applicable stock option plan of Employer, within twelve (12) months after such termination. In addition, regardless of the election made by Employee pursuant to (1)(x) or (y) above, Employer shall continue all benefits under SECTION 4 (except participation in Employer's 401(k) plan), through the later to occur of (X) the expiration of the Term or (Y) twelve (12) months after such termination, to the extent continuation of such benefits is not prohibited by applicable state and/or federal lawSection 3.3.

Termination by Employee for Good Reason. Employee terminates his may terminate Employee's employment with Employer during the Term hereunder for Good Reason. Upon For purposes of this Agreement, "Good Reason" shall mean (A) the occurrence of any failure of the events described above in SECTIONS 7(A) through 7(C), inclusiveBoard of Directors to continue to recommend or elect, or SECTION 7(E)the stockholders of the Company to continue to elect, Employer shall be released and discharged from any liability, obligation or duty arising in connection with this Employment Agreement or in connection with Employee as a director of the Company throughout the term of Employee's employment except as otherwise provided herein and furtherhereunder, 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 upon if Employee is not so continued, the occurrence of any event described in SECTION 7(A), Employee Company shall be entitled to receive the proceeds cure such failure within thirty (30) days after Employee ceases to serve as a director or a member of the life insurance policy maintained by Employer for Executive Committee, as the benefit 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 on the life of Employee or upon the occurrence of an event described in SECTION 7(B), Employee shall be entitled 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 (other than a material reduction in fringe benefits generally applicable to senior executives of the Company) or any disability policy other material failure by the Company to perform any of Employer covering such event its material obligations hereunder, provided that Employee first deliver written notice thereof to the extent provided in such policy. In all cases the indemnification obligation shall continue. Notwithstanding the foregoing, should Employee at any time within twelve (12) months Chairman of the occurrence Board of the Company and the Company shall not have cured such reduction or failure within thirty (30) days after receipt of such written notice, or (D) the Company relocates its principal place of business to a "change of control" (as defined below) cease to be an employee of Employer (or its successor), by reason of place whose distance is further than a (i) termination by Employer (or its successor) other than for "cause" (as defined below) 75-mile radius from Coral Gables, Florida or (ii) voluntary termination by Employee for "good reason upon change of control" (as defined below)75-mile radius from New York, then in any such event, (1) Employer shall at the election of Employee either (x) continue to pay Employee his then effective Salary under SECTION 3 through the later to occur of (A) the expiration of the Term or (B) twelve (12) months after such termination or (y) pay Employee, within 45 days of the severance of employment described in this paragraph, a lump-sum payment equal to (without discounting to present value) his then effective Salary under SECTION 3 through the later to occur of (A) the expiration of the Term or (B) twelve (12) months after such termination and (2) all outstanding stock options and other incentive awards held by Employee shall become fully vested and shall be exercisable, to the extent not prohibited by any applicable stock option plan of Employer, within twelve (12) months after such termination. In addition, regardless of the election made by Employee pursuant to (1)(x) or (y) above, Employer shall continue all benefits under SECTION 4 (except participation in Employer's 401(k) plan), through the later to occur of (X) the expiration of the Term or (Y) twelve (12) months after such termination, to the extent continuation of such benefits is not prohibited by applicable state and/or federal lawNew York.

Termination by Employee for Good Reason. Anything herein to the contrary notwithstanding, if the Company (i) demotes Employee to a lesser position than provided in Section 5; (ii) causes a change in the nature or scope of the 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, unless consented to in writing by Employee, shall constitute a basis for termination by the Employee for "Good Reason." Notwithstanding the preceding sentence, within 60 days of learning of the action (or inaction) described herein as the basis for a constructive termination of employment, Employee shall (unless he gives written consent thereto) 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 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 such action (or inaction). If the Company fails to correct such action or inaction within such 60-day period, Employee may terminate his employment for Good Reason within 30 days of the expiration of such period. In the event Employee terminates his employment with Employer during the Term for Good Reason. Upon the occurrence of any of the events described above in SECTIONS 7(A) through 7(C), inclusive, or SECTION 7(E)in the event of a wrongful termination of Employee, Employer all monies due to Employee through the term of this Agreement, including the Severance Payment, shall be released and discharged from any liability, obligation or duty arising paid by Employer in connection with this Employment Agreement or in connection with a lump sum amount within thirty (30) days of Employee's employment except as otherwise provided herein and further, provided that upon the occurrence of any event described in SECTION 7(A), termination. Employee shall be entitled have no obligation to receive the proceeds mitigate his loss or any occasioned damages as a result of the life insurance policy maintained by Employer for the benefit of Employee on the life of Employee or upon the occurrence of an event described in SECTION 7(B), Employee shall be entitled to the benefits of any disability policy of Employer covering such event to the extent provided in such policy. In all cases the indemnification obligation shall continue. Notwithstanding the foregoing, should Employee at any time within twelve (12) months of the occurrence of a "change of control" (as defined below) cease to be an employee of Employer (or its successor), by reason of (i) termination by Employer (or its successor) other than for "cause" (as defined below) or (ii) voluntary termination by Employee for "good reason upon change of control" (as defined below), then in any such event, (1) Employer shall at the election of Employee either (x) continue to pay Employee his then effective Salary under SECTION 3 through the later to occur of (A) the expiration of the Term or (B) twelve (12) months after such termination or (y) pay Employee, within 45 days of the severance of employment described in this paragraph, a lump-sum payment equal to (without discounting to present value) his then effective Salary under SECTION 3 through the later to occur of (A) the expiration of the Term or (B) twelve (12) months after such termination and (2) all outstanding stock options and other incentive awards held by Employee shall become fully vested and shall be exercisable, to the extent not prohibited by any applicable stock option plan of Employer, within twelve (12) months after such termination. In addition, regardless of the election made by Employee pursuant to (1)(x) or (y) above, Employer shall continue all benefits under SECTION 4 (except participation in Employer's 401(k) plan), through the later to occur of (X) the expiration of the Term or (Y) twelve (12) months after such termination, or perform any services, including Consulting Services, to the extent continuation of receive such benefits is not prohibited by applicable state and/or federal law.payment. (c)

Termination by Employee for Good Reason. Employee terminates his may terminate Employee's employment with Employer during the Term hereunder for Good Reason. Upon For purposes of this Agreement, "GOOD REASON" shall mean (A) the occurrence of any failure of the events described above in SECTIONS 7(A) through 7(C), inclusiveBoard of Directors to continue to recommend or elect, or SECTION 7(E)the stockholders of the Company to continue to elect, Employer shall be released and discharged from any liability, obligation or duty arising in connection with this Employment Agreement or in connection with Employee as a director of the Company throughout the term of Employee's employment except as otherwise provided herein and furtherhereunder, provided 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 upon if Employee is not so continued, the occurrence of any event described in SECTION 7(A), Employee Company shall be entitled to receive the proceeds cure such failure within thirty (30) days after Employee ceases to serve as a director or a member of the life insurance policy maintained by Employer for Executive Committee, as the benefit 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 on the life of Employee or upon the occurrence of an event described in SECTION 7(B), Employee shall be entitled 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 to perform any of any disability policy of Employer covering such event its material obligations hereunder, PROVIDED that Employee first deliver written notice thereof to the extent provided in such policy. In all cases the indemnification obligation shall continue. Notwithstanding the foregoing, should Employee at any time within twelve (12) months Chairman of the occurrence Board of the Company and the Company shall not have cured such reduction or failure within thirty (30) days after receipt of such written notice, or (D) the Company relocates its principal place of business to a "change of control" (as defined below) cease to be an employee of Employer (or its successor), by reason of place whose distance is further than a (i) termination by Employer (or its successor) other than for "cause" (as defined below) 75-mile radius from Coral Gables, Florida or (ii) voluntary termination by Employee for "good reason upon change of control" (as defined below)75-mile radius from New York, then in any such event, (1) Employer shall at the election of Employee either (x) continue to pay Employee his then effective Salary under SECTION 3 through the later to occur of (A) the expiration of the Term or (B) twelve (12) months after such termination or (y) pay Employee, within 45 days of the severance of employment described in this paragraph, a lump-sum payment equal to (without discounting to present value) his then effective Salary under SECTION 3 through the later to occur of (A) the expiration of the Term or (B) twelve (12) months after such termination and (2) all outstanding stock options and other incentive awards held by Employee shall become fully vested and shall be exercisable, to the extent not prohibited by any applicable stock option plan of Employer, within twelve (12) months after such termination. In addition, regardless of the election made by Employee pursuant to (1)(x) or (y) above, Employer shall continue all benefits under SECTION 4 (except participation in Employer's 401(k) plan), through the later to occur of (X) the expiration of the Term or (Y) twelve (12) months after such termination, to the extent continuation of such benefits is not prohibited by applicable state and/or federal lawNew York.

Termination by Employee for Good Reason. Employee terminates his employment with Employer during may terminate the Term and resign for Good Reason. Upon “Good Reason” shall mean: (i) a reduction in or material delay in payment of Base Salary to which Employee has not consented; or (ii) Employee ceases to hold position and title of Chief Executive Officer as contemplated by § 2, or a position and title of a more senior position which Employee accepts; (iii) failure of Employee to be nominated and elected to the Board as contemplated by § 2; (iv) Employee is assigned, without Employee’s consent, authority or responsibility materially inconsistent with authority and responsibility as contemplated by § 2, including without limitation any material diminution of Employee’s responsibility for supervision of Company personnel; provided, however, that the Board’s appointment of a non-executive Chairman or other Board member to assist or advise Employee with respect to his duties as CEO shall not constitute Good Reason; (v) any requirement is imposed by the Company or under direction of the Board or any person controlling the Company for Employee to reside outside of the Minneapolis, Minnesota metropolitan area; (vi) a determination by Employee acting in good faith that there has been a breach by the Company of a material provision of this Agreement; or (vii) any resignation by Employee within one year from the occurrence of any a “Change in Control” as defined in the Plan; provided, however, Good Reason shall not exist unless (x) Employee, before his resignation, gives the Board a written statement of the events described above in SECTIONS 7(Abasis for Employee’s determination that Good Reason exists, (y) through 7(C)Employee gives the Board at least ten (10) business days after receipt of such statement to cure the basis for such determination and (z) the Board fails cure the basis for such determination. In the event Employee resigns for Good Reason, inclusive, or SECTION 7(E), Employer shall be released and discharged from any liability, obligation or duty arising in connection with this Employment Agreement or in connection with Employee's employment except as otherwise provided herein and further, provided that upon the occurrence Employee fully complies with his obligations under §7 through §10 of any event described in SECTION 7(A)this Agreement, then Employee shall be entitled to receive the proceeds of the life insurance policy maintained by Employer for the benefit of Employee on the life of Employee or upon the occurrence of an event described in SECTION 7(B), Employee shall be entitled to the benefits of any disability policy of Employer covering such event to the extent provided in such policy. In all cases the indemnification obligation shall continue. Notwithstanding the foregoing, should Employee at any time within twelve (12) months of the occurrence of a "change of control" (as defined below) cease to be an employee of Employer (or its successor), by reason of (i) termination by Employer (or its successor) other than for "cause" (as defined below) or (ii) voluntary termination by Employee for "good reason upon change of control" (as defined below), then in any such event, (1) Employer shall at the election of Employee either (x) continue to pay Employee his then effective Salary under SECTION 3 through the later to occur of (A) the expiration of the Term or (B) twelve (12) months after such termination or (y) pay Employee, within 45 days of the severance of employment described in this paragraph, a lump-sum payment equal to (without discounting to present value) his then effective Salary under SECTION 3 through the later to occur of (A) the expiration of the Term or (B) twelve (12) months after such termination and (2) all outstanding stock options and other incentive awards held by Employee shall become fully vested and shall be exercisable, to the extent not prohibited by any applicable stock option plan of Employer, within twelve (12) months after such termination. In addition, regardless of the election made by Employee compensation pursuant to (1)(x) or (y) above, Employer shall continue all benefits under SECTION 4 (except participation in Employer's 401(k) plan§ 6(g), through the later to occur of (X) the expiration of the Term or (Y) twelve (12) months after such termination, to the extent continuation of such benefits is not prohibited by applicable state and/or federal law.

Termination by Employee for Good Reason. Employee may terminate his employment hereunder for "Good Reason," which shall mean any material breach by Employer of the terms 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 Operating Officer and Chief Medical Officer (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 with Employer during the Term for Good Reason. Upon , subject to Employer's right to cure as set forth above, the occurrence of any termination shall take effect on the effective date (determined under Section 15) of the events described above in SECTIONS 7(A) through 7(C)written notice to Employer, inclusive, or SECTION 7(E), Employer and Employee shall be released entitled to the same payments and discharged from any liabilitybenefits, obligation or duty arising at the same times, described in connection with this Employment Agreement or in connection with Section 6.2 for a termination by Employer without Cause. Likewise, as of the effective date of Employee's employment except 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 otherwise provided herein restricted stock units, stock appreciation rights, performance units, etc., and further, provided that upon the occurrence of any event described in SECTION 7(A)all stock options and other equity awards shall remain exercisable thereafter for their full term. In addition, Employee shall be entitled to receive the proceeds retain and have full ownership of the life insurance policy maintained 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 for the benefit of Employee on the life of Employee or upon the occurrence of an event described in SECTION 7(B), Employee shall be entitled from such devices before releasing them to the benefits of any disability policy of Employer covering such event to the extent provided in such policy. In all cases the indemnification obligation shall continue. Notwithstanding the foregoing, should Employee at any time within twelve (12) months of the occurrence of a "change of control" (as defined below) cease to be an employee of Employer (or its successor), by reason of (i) termination by Employer (or its successor) other than for "cause" (as defined below) or (ii) voluntary termination by Employee for "good reason upon change of control" (as defined below), then in any such event, (1) Employer shall at the election of Employee either (x) continue to pay Employee his then effective Salary under SECTION 3 through the later to occur of (A) the expiration of the Term or (B) twelve (12) months after such termination or (y) pay Employee, within 45 days of the severance of employment described in this paragraph, a lump-sum payment equal to (without discounting to present value) his then effective Salary under SECTION 3 through the later to occur of (A) the expiration of the Term or (B) twelve (12) months after such termination and (2) all outstanding stock options and other incentive awards held by Employee shall become fully vested and shall be exercisable, to the extent not prohibited by any applicable stock option plan of Employer, within twelve (12) months after such termination. In addition, regardless of the election made by Employee pursuant to (1)(x) or (y) above, Employer shall continue all benefits under SECTION 4 (except participation in Employer's 401(k) plan), through the later to occur of (X) the expiration of the Term or (Y) twelve (12) months after such termination, to the extent continuation of such benefits is not prohibited by applicable state and/or federal law.

Termination by Employee for Good Reason. Employee terminates may voluntarily elect to resign his employment with Employer during 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. Upon , and subject to the occurrence provisions of any of the events described above in SECTIONS 7(A) through 7(C), inclusive, or SECTION 7(E), Employer shall be released and discharged from any liability, obligation or duty arising in connection with this Employment Agreement or in connection with Employee's employment except as otherwise provided herein and further, provided that upon the occurrence of any event described in SECTION 7(A)Section 9 below, Employee shall be entitled to receive the proceeds 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. "Good Reason" shall mean any of the life insurance policy maintained following 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 Employer for the benefit of Employee on the life of Employee or upon the occurrence of an event described Company in SECTION 7(B)Employee’s annual Base Salary, Employee shall be entitled to the benefits of any disability policy of Employer covering such event except to the extent provided in such policythe 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. In all cases Employee must provide written notice to the indemnification obligation shall continue. Notwithstanding the foregoing, should Employee at any time within twelve (12) months Company of the occurrence of any of the foregoing events or conditions without Employee’s written consent within ninety (90) days of the occurrence of such event. The Company or any surviving entity shall have a "change period of control" thirty (as defined below30) cease days to be an employee cure such event or condition after receipt of Employer (or its successor), written notice of such event from Employee. Any Separation from Service by reason of Employee’s resignation for Good Reason following such thirty (i30) termination by Employer day cure period must occur no later than the date that is six (or its successor6) other than for "cause" (as defined below) or (ii) voluntary termination by Employee for "good reason upon change months following the initial occurrence of control" (as defined below), then in any such event, (1) Employer shall at the election of Employee either (x) continue to pay Employee his then effective Salary under SECTION 3 through the later to occur of (A) the expiration one of the Term foregoing events or (B) twelve (12) months after such termination or (y) pay conditions without Employee, within 45 days ’s written consent. Employee’s Separation from Service by reason of the severance of employment described in this paragraph, a lump-sum payment equal to (without discounting to present value) his then effective Salary under SECTION 3 through the later to occur of (A) the expiration of the Term or (B) twelve (12) months after such termination and (2) all outstanding stock options and other incentive awards held by Employee shall become fully vested and resignation for Good Reason shall be exercisable, to the extent not prohibited by any applicable stock option plan of Employer, within twelve (12) months after such termination. In addition, regardless of the election made by Employee pursuant to (1)(x) or (y) above, Employer shall continue all benefits under SECTION 4 (except participation in Employer's 401(k) plan), through the later to occur of (X) the expiration of the Term or (Y) twelve (12) months after such termination, to the extent continuation of such benefits is not prohibited by applicable state and/or federal lawtreated as involuntary.

Termination by Employee for Good Reason. The Employee terminates his employment with Employer during shall have the Term right to terminate the Employment Period for Good Reason. Upon the occurrence of any of the events described above in SECTIONS 7(A) through 7(C"good reason" (as hereinafter defined), inclusive, or SECTION 7(E), Employer shall be released and discharged from any liability, obligation or duty arising in connection with this Employment Agreement or in connection with Employee's employment except as otherwise provided herein and further, provided that upon the occurrence Employee shall have given the Corporation written notice of the Employee's decision to terminate his employment (specifying the alleged "good reason" in reasonable detail) and, if it is possible to cure, the Corporation shall not have cured the same within sixty (60) days after receipt of such notice, or, if cure cannot be fully accomplished within sixty (60) days, the Corporation shall not have commenced cure within sixty (60) days after receipt of such notice and cured the alleged "good reason" as soon as possible thereafter. For purposes of the foregoing, "good reason" shall mean (i) the assignment to the Employee of duties inconsistent with, or the diminution of, the Employee's positions, titles, offices, duties, responsibilities or status with the Corporation as its most senior executive officer, or a change without good cause in the Employee's reporting responsibilities, or any removal of the Employee from, or any failure to elect the Employee to any positions, titles or offices specified in this Agreement and held by the Employee, (ii) a reduction in the Employee's Salary, (iii) a material reduction in the Employee's benefits or perquisites (other than a reduction pursuant to the second to last sentence of Section 4 hereof); or (iv) a requirement that Employee change his place of principal employment to a location other than the metropolitan New York area. In the event described in SECTION 7(A)that the Employment Period is terminated by the Employee for "good reason", the Employee shall be entitled to receive to, and his sole remedies shall be, the proceeds of same benefits provided for in Section 6(d) "Termination by the life insurance policy maintained by Employer for the benefit of Employee on the life of Employee or upon the occurrence of an event described in SECTION 7(BCorporation Without Cause". (f), Employee shall be entitled to the benefits of any disability policy of Employer covering such event to the extent provided in such policy. In all cases the indemnification obligation shall continue. Notwithstanding the foregoing, should Employee at any time within twelve (12) months of the occurrence of a "change of control" (as defined below) cease to be an employee of Employer (or its successor), by reason of (i) termination by Employer (or its successor) other than for "cause" (as defined below) or (ii) voluntary termination by Employee for "good reason upon change of control" (as defined below), then in any such event, (1) Employer shall at the election of Employee either (x) continue to pay Employee his then effective Salary under SECTION 3 through the later to occur of (A) the expiration of the Term or (B) twelve (12) months after such termination or (y) pay Employee, within 45 days of the severance of employment described in this paragraph, a lump-sum payment equal to (without discounting to present value) his then effective Salary under SECTION 3 through the later to occur of (A) the expiration of the Term or (B) twelve (12) months after such termination and (2) all outstanding stock options and other incentive awards held by Employee shall become fully vested and shall be exercisable, to the extent not prohibited by any applicable stock option plan of Employer, within twelve (12) months after such termination. In addition, regardless of the election made by Employee pursuant to (1)(x) or (y) above, Employer shall continue all benefits under SECTION 4 (except participation in Employer's 401(k) plan), through the later to occur of (X) the expiration of the Term or (Y) twelve (12) months after such termination, to the extent continuation of such benefits is not prohibited by applicable state and/or federal law.

Termination by Employee for Good Reason. Employee terminates his may terminate Employee’s employment with Employer during the Term hereunder for Good Reason. Upon For purposes of this Agreement, “Good Reason” shall mean (A) the occurrence of any failure of the events described above in SECTIONS 7(A) through 7(C), inclusiveBoard of Directors to continue to recommend or elect, or SECTION 7(E)the stockholders of the Company to continue to elect, Employer shall be released and discharged from any liabilityEmployee as a director of the Company throughout the term of Employee’s employment hereunder, obligation or duty arising in connection with this Employment Agreement the failure of the Board of Directors to elect Employee or in connection with Employee's employment except as otherwise provided herein and furthercontinue to elect Employee to the Executive Committee of the Board, provided that upon if Employee is not so continued, the occurrence of any event described in SECTION 7(A), Employee Company shall be entitled to receive the proceeds cure such failure within thirty (30) days after Employee ceases to serve as a director or a member of the life insurance policy maintained by Employer for Executive Committee, as the benefit 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 on the life of Employee or upon the occurrence of an event described in SECTION 7(B), Employee shall be entitled 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 material reduction in Employee’s rate of compensation, 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) or any disability policy other material failure by the Company to perform any of Employer covering such event its material obligations hereunder, provided that Employee first deliver written notice thereof to the extent provided in such policy. In all cases the indemnification obligation shall continue. Notwithstanding the foregoing, should Employee at any time within twelve (12) months Chairman of the occurrence Board of the Company and the Company shall not have cured such reduction or failure within thirty (30) days after receipt of such written notice, or (D) the Company relocates its principal place of business to a "change of control" (as defined below) cease to be an employee of Employer (or its successor), by reason of place whose distance is further than a (i) termination by Employer (or its successor) other than for "cause" (as defined below) 75-mile radius from Coral Gables, Florida or (ii) voluntary termination by Employee for "good reason upon change of control" (as defined below)75-mile radius from New York, then in any such event, (1) Employer shall at the election of Employee either (x) continue to pay Employee his then effective Salary under SECTION 3 through the later to occur of (A) the expiration of the Term or (B) twelve (12) months after such termination or (y) pay Employee, within 45 days of the severance of employment described in this paragraph, a lump-sum payment equal to (without discounting to present value) his then effective Salary under SECTION 3 through the later to occur of (A) the expiration of the Term or (B) twelve (12) months after such termination and (2) all outstanding stock options and other incentive awards held by Employee shall become fully vested and shall be exercisable, to the extent not prohibited by any applicable stock option plan of Employer, within twelve (12) months after such termination. In addition, regardless of the election made by Employee pursuant to (1)(x) or (y) above, Employer shall continue all benefits under SECTION 4 (except participation in Employer's 401(k) plan), through the later to occur of (X) the expiration of the Term or (Y) twelve (12) months after such termination, to the extent continuation of such benefits is not prohibited by applicable state and/or federal lawNew York.

Termination by Employee for Good Reason. Employee terminates shall have the right to terminate his employment with the Employer during the Term for Good Reason. Upon the occurrence of any of the events described above in SECTIONS 7(A) through 7(C“good reason” (as hereinafter defined), inclusive, or SECTION 7(E), Employer shall be released and discharged from any liability, obligation or duty arising in connection with this Employment Agreement or in connection with Employee's employment except as otherwise provided herein and further, provided that upon the occurrence of any event described in SECTION 7(A), Employee shall have given the Employer written notice of Employee’s decision to terminate his employment (specifying the alleged “good reason” in reasonable detail) and, if it is possible to cure, the Employer shall not have cured the same within thirty (30) days after receipt of such notice, or, if cure cannot be entitled to receive fully accomplished within thirty (30) days, the proceeds Employer shall not have commenced cure within (30) days after receipt of such notice and cured the life insurance policy maintained by Employer for the benefit alleged “good reason” as soon as possible thereafter. For purposes of Employee on the life of Employee or upon the occurrence of an event described in SECTION 7(B), Employee shall be entitled to the benefits of any disability policy of Employer covering such event to the extent provided in such policy. In all cases the indemnification obligation shall continue. Notwithstanding the foregoing, should “good reason” shall mean (a) the assignment of Employee at 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 reporting responsibilities, or any time within twelve removal of Employee from any positions, titles or offices specified in this agreement and held by the employee, (12b) months the Employer’s material breach of this agreement, (c) the occurrence relocation of Employee’s principal place of employment to a "change of control" location that is more than 25 miles from LaFox, Illinois, (as defined belowd) cease employee being required to be an employee of Employer (or its successor), by reason of (i) termination by Employer (or its successor) report to someone other than for "cause" (as defined below) the CEO or (ii) voluntary termination by Employee for "good reason upon change Board of control" (as defined below), then in any such event, (1) Employer shall at the election of Employee either (x) continue to pay Employee his then effective Salary under SECTION 3 through the later to occur of (A) the expiration of the Term or (B) twelve (12) months after such termination or (y) pay Employee, within 45 days of the severance of employment described in this paragraph, a lump-sum payment equal to (without discounting to present value) his then effective Salary under SECTION 3 through the later to occur of (A) the expiration of the Term or (B) twelve (12) months after such termination and (2) all outstanding stock options and other incentive awards held by Employee shall become fully vested and shall be exercisable, to the extent not prohibited by any applicable stock option plan of Employer, within twelve (12) months after such termination. In addition, regardless of the election made by Employee pursuant to (1)(x) or (y) above, Employer shall continue all benefits under SECTION 4 (except participation in Employer's 401(k) plan), through the later to occur of (X) the expiration of the Term or (Y) twelve (12) months after such termination, to the extent continuation of such benefits is not prohibited by applicable state and/or federal lawDirectors.

Termination by Employee for Good Reason. For purposes of this Agreement, “Good Reason” shall mean (i) a material diminution in Employee’s position, duties, base salary, and responsibilities; (ii) Company’s notice to Employee that his or her position will be relocated to an office which is greater than 150 miles from Employee’s prior office location; (iii) the Board requests Employee to engage in actions that would constitute illegal or unethical acts; or (iv) any material breach by the Company or its subsidiary of any contract entered into between Employee and the Company or an affiliate of the Company, including this Agreement. In all cases of Good Reason, (A) Employee must have given notice to Company that an alleged Good Reason event has occurred, (B) the circumstance must remain uncorrected by Company after the expiration of thirty (30) days after receipt by Company of such notice, and (C) Employee must resign her employment within thirty (30) days of the expiration of the foregoing 30-day cure period. If Employee properly terminates his or her employment with Employer during the Term for Good Reason. Upon the occurrence of any of the events described above in SECTIONS 7(A) through 7(C), inclusive, or SECTION 7(E), Employer shall be released and discharged from any liability, obligation or duty arising in connection with this Employment Agreement or in connection with Employee's employment except as otherwise provided herein and further, provided that upon the occurrence of any event described in SECTION 7(A), Employee shall be entitled to receive from Company, subject to Sections 6, 12 and 13, severance equal to sixty (60) months of Employee’s base salary, then in effect at the proceeds time of the life insurance policy maintained by Employer for the benefit of Employee termination, payable on the life Company’s ordinary payment dates during the severance pay period, less applicable taxes and withholdings. Employee shall also receive any accrued, unused vacation pay. The severance pay is conditioned upon Employee’s execution of Employee a full and final waiver of all claims against Company, and not rescinding or upon revoking (to the occurrence of an event described extent permitted under such release) Employee’s release, in SECTION 7(B)a form acceptable to Company. The Employee’s rights and obligations regarding stock options, restricted stock or other equity incentives owned by Employee shall be entitled to determined in accordance with and be governed by the benefits of Plan and any disability policy of Employer covering award agreements issuing such event to the extent equity incentives; provided in such policy. In that all cases the indemnification obligation shall continue. Notwithstanding the foregoing, should Employee at any time within twelve (12) months of the occurrence of a "change of control" (as defined below) cease to be an employee of Employer (or its successor), by reason of (i) termination by Employer (or its successor) other than for "cause" (as defined below) or (ii) voluntary termination by Employee for "good reason upon change of control" (as defined below), then in any such event, (1) Employer shall at the election of Employee either (x) continue to pay Employee his then effective Salary under SECTION 3 through the later to occur of (A) the expiration of the Term or (B) twelve (12) months after such termination or (y) pay Employee, within 45 days of the severance of employment described in this paragraph, a lump-sum payment equal to (without discounting to present value) his then effective Salary under SECTION 3 through the later to occur of (A) the expiration of the Term or (B) twelve (12) months after such termination and (2) all outstanding stock options and other incentive awards held by Employee shall become be deemed to have fully vested and all restrictions on any restricted stock issued to Employee shall be exercisable, deemed to have lapsed effective upon the extent not prohibited by any applicable stock option plan of Employer, within twelve (12) months after such termination. In addition, regardless of the election made by Employee pursuant to (1)(x) or (y) above, Employer shall continue all benefits termination date under SECTION 4 (except participation in Employer's 401(k) plan), through the later to occur of (X) the expiration of the Term or (Y) twelve (12) months after such termination, to the extent continuation of such benefits is not prohibited by applicable state and/or federal lawthis Section.