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

Termination by Employee for Good Reason. Subject to the payment of Termination Benefits pursuant to Section 6(e) below, Employee’s employment under this Agreement also may be terminated by Employee for “Good Reason” (as defined below); notwithstanding the foregoing, Employee shall not have Good Reason to terminate his employment hereunder unless Employee has complied with the “Good Reason Process” (as defined below). For purposes of this Agreement, “Good Reason” shall mean the occurrence of any of the following events: (i) a substantial adverse change in the nature or scope of the Employee’s responsibilities, authorities, powers, functions or duties under this Agreement; (ii) a reduction in the Employee’s annual base salary except for an across-the-board salary reduction similarly affecting all or substantially all management employees; or (iii) the relocation of the offices at which the Employee is principally employed to a location more than seventy (75) miles from such offices. For purposes of this Agreement, “Good Reason Process” shall mean that (i) Employee reasonably determines in good faith that a “Good Reason” condition has occurred; (ii) Employee notifies the Company in writing of the occurrence of the Good Reason condition within 60 days of such occurrence; (iii) Employee cooperates in good faith with the Company’s efforts, for a period not less than 30 days following such notice (the “Cure Period”), to remedy the Good Reason condition; (iv) notwithstanding such efforts, the Good Reason condition continues to exist; and (v) Employee terminates his employment within 60 days after the end of the Cure Period. If the Company cures the Good Reason condition during the Cure Period, Good Reason shall be deemed not to have occurred.

Termination by Employee for Good Reason. Subject to the payment of Termination Benefits pursuant to Section 6(e) below, Employee’s employment under Employee may terminate this Agreement also may be terminated at any time by Employee for providing the Company 30 days’ written notice, with or without “Good Reason.” For purposes hereof, the term “Good Reason” shall exist upon (as defined below)i) a material diminution in the Employees’ Salary; notwithstanding (ii) a material diminution in the foregoingEmployee’s authority, duties or responsibilities; (iii) a material change in geographic location at which the Employee shall not have Good Reason to terminate his employment hereunder unless Employee has complied with performs services; or (iv) any material breach by the Company of this Agreement. “Good Reason Process” (as defined below). For purposes of this Agreement, “Good Reason” shall mean the occurrence of any of means the following eventsseries of actions: (i) a substantial adverse change in the nature or scope of the Employee’s responsibilities, authorities, powers, functions or duties under this Agreement; (ii) a reduction in the Employee’s annual base salary except for an across-the-board salary reduction similarly affecting all or substantially all management employees; or (iii) the relocation of the offices at which the Employee is principally employed to a location more than seventy (75) miles from such offices. For purposes of this Agreement, “Good Reason Process” shall mean that (i) Employee reasonably determines in good faith that a “Good Reason” condition has occurred; Reason exists, (ii) the Employee notifies the Company or the acquiring or succeeding corporation (if applicable) in writing of the existence of Good Reason within 60 days of the occurrence of the event that gave rise to the existence of Good Reason condition within 60 days of such occurrence; Reason, (iii) the Employee cooperates in good faith with the Company’s efforts(or the acquiring or succeeding corporations, if applicable) efforts to remedy the conditions that gave rise to the existence of Good Reason for a period not less than of 30 days following such notice (such 30 day period, the “Cure Period”), to remedy the Good Reason condition; (iv) notwithstanding such efforts, the Good Reason condition continues to exist; exist and (v) the Employee terminates his employment within 60 30 days after the end of the Cure Period. If For the avoidance of doubt, if the Company cures or the acquiring or succeeding corporation successfully remedies the conditions that gave rise to the existence of Good Reason condition during the Cure Period, Good Reason shall be deemed not to have occurredexisted. In the event the Employee terminates employment under this Agreement for Good Reason, the Employee shall be eligible to receive the severance benefits set forth in Section 3.2 (e).

Termination by Employee for Good Reason. Subject to the payment of Termination Benefits pursuant to Section 6(e3.2, Employee may terminate his employment obligation hereunder (but not his obligations under Article IV hereof) below, Employee’s employment under this Agreement also may be terminated by Employee for “Good Reason” (as defined below); notwithstanding the foregoing, Employee shall not have Good Reason to terminate his employment hereunder unless Employee has complied with the “Good Reason Process” (as defined below). For purposes of this Agreement, “Good Reason” shall mean the occurrence of any of the following events: (ihereinafter defined) a substantial adverse change in the nature or scope of the Employee’s responsibilities, authorities, powers, functions or duties under this Agreement; (ii) a reduction in the Employee’s annual base salary except for an across-the-board salary reduction similarly affecting all or substantially all management employees; or (iii) the relocation of the offices at which the Employee is principally employed to a location more than seventy (75) miles from such offices. For purposes of this Agreement, “Good Reason Process” shall mean that if (i) Employee reasonably determines in good faith that a “Good Reason” Reason condition has occurred; , (ii) Employee notifies gives written notice thereof to the Company in writing of the occurrence within thirty (30) days of the Good Reason condition within 60 days of event (which notice shall specify in reasonable detail the grounds upon which such occurrence; notice is given), (iii) 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, and Employee cooperates has cooperated in good faith with the Company’s effortsefforts to cure such condition, for a period not less than 30 days following such notice (the “Cure Period”), to remedy the Good Reason condition; (iv) notwithstanding such efforts, the Good Reason condition continues to exist; , and (v) Employee terminates his employment within 60 thirty (30) days after the end of such thirty (30)-day cure period. “Good Reason” shall mean any of the Cure Period. If following: (i) relocation of Employee’s principal workplace over sixty (60) miles from any of the Company’s then existing workplaces without the consent of Employee (which consent shall not be unreasonably withheld, delayed or conditioned), or (ii) the Company’s material breach of this Agreement or any other written agreement between Employee and the Company cures which is not cured within thirty (30) days after receipt by the Good Reason condition during the Cure Period, Good Reason shall be deemed not to have occurredCompany from Employee of written notice of such breach.

Termination by Employee for Good Reason. Subject to Employee may terminate employment during the payment of Termination Benefits pursuant to Section 6(e) below, Employee’s employment under this Agreement also may be terminated by Employee Term for “"Good Reason” " by delivering to Company (i) a Preliminary Notice of Good Reason (as defined below); notwithstanding , and (ii) not earlier than thirty (30) days and not later than three (3) months from the foregoingdelivery of such Preliminary Notice of Good Reason, Employee shall not have Good Reason to terminate his employment hereunder unless Employee has complied with the “Good Reason Process” (as defined below)a Notice of Termination. For purposes of this Agreement, “"Good Reason” shall mean the occurrence of any of the following events: " means (i) the assignment (without the express written consent of Employee) to Employee of a substantial adverse change materially lower position in the nature organization in terms of his responsibility, authority and status, any material reduction in Employee's authority or scope of the status, or requiring Employee to perform services not commensurate with Employee’s responsibilities's ability, authoritiesexperience, powers, functions or duties under this Agreementand qualifications; (ii) a reduction in the Employee’s annual base salary except for an across-the-board salary reduction similarly affecting all or substantially all management employees; or requiring Employee (iiiwithout his consent) the relocation of the offices at which the Employee is principally employed to a relocate his primary work location more than seventy fifty (7550) miles away from such offices. For purposes the current principal office of this Agreement, “Good Reason Process” shall mean that (i) Employee reasonably determines in good faith that a “Good Reason” condition has occurred; (ii) Employee notifies the Company in writing of the occurrence of the Good Reason condition within 60 days of such occurrencePlainfield, Indiana; (iii) Employee cooperates any reduction in good faith with the Company’s efforts, for a period not less than 30 days following such notice (the “Cure Period”), to remedy the Good Reason conditionEmployee's base salary or bonus opportunity; (iv) notwithstanding such efforts, any material breach by Company of the Good Reason condition continues to existterms of this Agreement; and or (v) Employee terminates his employment within 60 days after the end failure of any successor of the Cure PeriodCompany to assume this Agreement; provided that "Good Reason" shall not include (A) acts not taken in bad faith which are cured by Company in all respects not later than twenty (20) days from the receipt by Company of a written notice from Employee identifying in reasonable detail the act or acts constituting "Good Reason" (a "Preliminary Notice of Good Reason") or (B) acts taken by Company as a result of grounds for termination of employment for Cause pursuant to Subsection (a). If the Company cures the Good Reason condition during the Cure Period, A Preliminary Notice of Good Reason shall be deemed not to have occurrednot, by itself, constitute a Notice of Termination.

Termination by Employee for Good Reason. Subject to the payment of Termination Benefits pursuant to Section 6(e3.2, Employee may terminate his employment obligation hereunder (but not his obligations under Article IV hereof) below, Employee’s employment under this Agreement also may be terminated by Employee for “Good Reason” (as defined below); notwithstanding hereinafter defined) if Employee gives written notice thereof to the foregoing, Employee shall not have 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 terminate his employment hereunder unless Employee has complied with cure or rectify the “grounds for such Good Reason Process” (as defined below)termination set forth in such notice. For purposes of this Agreement, “Good Reason” shall mean the occurrence of any of the following events: following; (i) a substantial adverse change in material violation by the nature or scope Company of the Employee’s responsibilities, authorities, powers, functions or duties under this Agreement; (ii) if such Employee is an executive officer of the Company, demotion of the Employee, without the Employee’s prior consent, to a position that does not include significant managerial responsibilities; (iii) reduction of the Employee’s then-current material responsibilities, which shall include but are not limited to (A) the management of internal and outside legal counsel, (B) the oversight and management of litigation, intellectual property, regulatory and transactional matters, (C) corporate secretarial functions, if and when assumed, and (D) corporate governance and compliance matters; (iv) reduction in the Employee’s annual base salary except for an across-the-board salary, other than in connection with, and substantially proportionate to, a general salary reduction similarly affecting all program that applies to the Company’s similar class of officers or substantially all management employees; or (iiiv) the a relocation of the offices at which Company that requires the Employee to commute to an office that is principally employed to a location more than seventy sixty (7560) miles away from such offices. For purposes the Employee’s then current place of this Agreement, “Good Reason Process” shall mean that (i) Employee reasonably determines in good faith that a “Good Reason” condition has occurred; (ii) Employee notifies the Company in writing of the occurrence of the Good Reason condition within 60 days of such occurrence; (iii) Employee cooperates in good faith with the Company’s efforts, for a period not less than 30 days following such notice (the “Cure Period”), to remedy the Good Reason condition; (iv) notwithstanding such efforts, the Good Reason condition continues to exist; and (v) Employee terminates his employment within 60 days after the end of the Cure Period. If the Company cures the Good Reason condition during the Cure Period, Good Reason shall be deemed not to have occurredemployment.

Termination by Employee for Good Reason. Subject to Employee may terminate employment during the payment of Termination Benefits pursuant to Section 6(e) below, Employee’s employment under this Agreement also may be terminated by Employee Term for “"Good Reason” " by delivering to Company (i) a Preliminary Notice of Good Reason (as defined below); notwithstanding , and (ii) not earlier than thirty (30) days and not later than three (3) months from the foregoingdelivery of such Preliminary Notice of Good Reason, Employee shall not have Good Reason to terminate his employment hereunder unless Employee has complied with the “Good Reason Process” (as defined below)a Notice of Termination. For purposes of this Agreement, “"Good Reason” shall mean the occurrence of any of the following events: " means (i) the assignment (without the express written consent of Employee) to Employee of a substantial adverse change materially lower position in the nature organization in terms of his responsibility, authority and status, any material reduction in Employee's authority or scope status, or requiring Employee to perform services not commensurate with Employee's ability, experience and qualifications; (ii) requiring Employee (without his consent) to relocate his primary work location more than fifty (50) miles away from the current principal office of Company in Plainfield, Indiana; (iii) any reduction in Employee's base salary or bonus opportunity; (iv) any material breach by Company of the Employee’s responsibilities, authorities, powers, functions or duties under terms of this Agreement; (iiv) a reduction in failure to elect Employee to the Employee’s annual base salary except for an across-the-board salary reduction similarly affecting all or substantially all management employeesBoard; or (iiivi) the relocation failure of any successor of the offices at which the Employee is principally employed Company to a location more than seventy (75) miles from such offices. For purposes of assume this Agreement, “Good Reason Process” shall mean ; provided that (i) Employee reasonably determines in good faith that a “"Good Reason” condition has occurred; " shall not include (iiA) Employee notifies the acts not taken in bad faith which are cured by Company in writing all respects not later than twenty (20) days from the receipt by Company of a written notice from Employee identifying in reasonable detail the occurrence act or acts constituting "Good Reason" (a "Preliminary Notice of the Good Reason condition within 60 days Reason") or (B) acts taken by Company as a result of such occurrence; (iii) Employee cooperates in good faith with the Company’s efforts, grounds for a period not less than 30 days following such notice (the “Cure Period”termination of employment for Cause pursuant to Section 4(a), to remedy the Good Reason condition; (iv) notwithstanding such efforts, the Good Reason condition continues to exist; and (v) Employee terminates his employment within 60 days after the end . A Preliminary Notice of the Cure Period. If the Company cures the Good Reason condition during the Cure Period, Good Reason shall be deemed not to have occurrednot, by itself, constitute a Notice of Termination.

Termination by Employee for Good Reason. Subject The Employee shall have the right to the payment of Termination Benefits pursuant to Section 6(e) below, Employee’s terminate his/her employment under this Agreement also may be terminated by Employee for “Good Reason” "good reason" (as defined belowhereinafter defined); notwithstanding , provided that the foregoing, Employee shall not have Good Reason given the Corporation 90 days prior written notice of the Employee's decision to terminate his employment hereunder unless Employee has complied with (specifying the “Good Reason Process” 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 defined below)soon as possible thereafter. For purposes of this Agreementthe foregoing, “Good Reason” "good reason" shall mean the occurrence of any of the following events: (i) the assignment to the Employee of duties inconsistent with the Employee's positions, titles, offices, duties, responsibilities or status with the Corporation as an executive, or a substantial adverse change without good cause in the nature Employee's reporting responsibilities, or scope 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’s responsibilities, authorities, powers, functions or duties under this Agreement; (ii) a reduction in the Employee’s annual base salary except for an across-the-board salary 's Salary, (iii) a material reduction similarly affecting all in the Employee's benefits or substantially all management employeesperquisites (other than a reduction pursuant to the second to last sentence of Section 3 hereof); or (iiiiv) the relocation a requirement that Employee change his place of the offices at which the Employee is principally employed principal employment to a location more other than seventy (75) miles from such officesthe metropolitan New York area. For purposes of this Agreement, “Good Reason Process” shall mean In the event that (i) the employment is terminated by the Employee reasonably determines in for "good faith that a “Good Reason” condition has occurred; (ii) Employee notifies the Company in writing of the occurrence of the Good Reason condition within 60 days of such occurrence; (iii) Employee cooperates in good faith with the Company’s efforts, for a period not less than 30 days following such notice (the “Cure Period”), to remedy the Good Reason condition; (iv) notwithstanding such effortsreason", the Good Reason condition continues to exist; and (v) Employee terminates his employment within 60 days after the end of the Cure Period. If the Company cures the Good Reason condition during the Cure Period, Good Reason shall be deemed not to have occurred.entitled to, and his sole remedies shall be, the same benefits provided for in Section 5(d) "Termination by the Corporation Without Cause". (f)

Termination by Employee for Good Reason. Subject to the payment of Termination Benefits pursuant Section 3.2, Employee shall be deemed to Section 6(eterminate his/her employment obligation hereunder (but not his/her obligations under Articles IV and VIII hereof) below, Employee’s employment under this Agreement also may be terminated by Employee for “Good Reason” (as defined below); notwithstanding the foregoing, Employee shall not have Good Reason to terminate his employment hereunder unless Employee has complied with the “Good Reason Process” (as defined below). For purposes of this Agreement, “Good Reason” shall mean the occurrence of any of the following events: (ihereinafter defined) a substantial adverse change in the nature or scope of the Employee’s responsibilities, authorities, powers, functions or duties under this Agreement; (ii) a reduction in the Employee’s annual base salary except for an across-the-board salary reduction similarly affecting all or substantially all management employees; or (iii) the relocation of the offices at which the Employee is principally employed to a location more than seventy (75) miles from such offices. For purposes of this Agreement, “Good Reason Process” shall mean that if (i) Employee reasonably determines in good faith that a “Good Reason” Reason condition has occurred; , (ii) Employee notifies gives written notice thereof to the Company in writing of the occurrence within thirty (30) days of the Good Reason condition within 60 days of event (which notice shall specify in reasonable detail the grounds upon which such occurrence; notice is given), (iii) 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, and Employee cooperates has cooperated in good faith with the Company’s effortsefforts to cure such condition, for a period not less than 30 days following such notice (the “Cure Period”), to remedy the Good Reason condition; (iv) notwithstanding such efforts, the Good Reason condition continues to exist; , and (v) Employee terminates his his/her employment within 60 thirty (30) days after the end of such thirty (30)-day cure period and is not required to provide notice in accordance with Section 7.15 of this Agreement. “Good Reason” shall mean any of the Cure Period. If following: (i) relocation of Employee’s principal workplace over sixty (60) miles from any of the Company’s then existing workplaces without the consent of Employee (which consent shall not be unreasonably withheld, delayed or conditioned), or (ii) the Company’s material breach of this Agreement or any other written agreement between Employee and the Company cures which is not cured within thirty (30) days after receipt by the Good Reason condition during the Cure Period, Good Reason shall be deemed not to have occurredCompany from Employee of written notice of such breach.

Termination by Employee for Good Reason. Subject to the payment of Termination Benefits pursuant to Section 6(e) below, Employee’s employment under this Agreement also Employee may be terminated by Employee terminate his engagement hereunder for “Good Reason” , at any time, provided that Employee provides the Company with ten (as defined below); notwithstanding the foregoing, Employee shall not have 10) days’ prior written notice of such termination and such notice is given within sixty (60) days of when Good Reason to terminate his employment hereunder unless Employee has complied with the “Good Reason Process” (as defined below)first arises. For purposes the purpose of this Agreement, “Good Reason” shall mean the occurrence of any of the following events: means (i) a material and substantial adverse change diminution in the nature titles, authority, duties or scope of the Employee’s responsibilitiesresponsibilities as contemplated by Section 1 above (other than while Employee is temporarily physically or mentally incapacitated or as required by applicable law), authorities, powers, functions or duties under this Agreement; (ii) a reduction in the Employee’s annual base salary except for an across-the-board salary reduction similarly affecting all or substantially all management employees; or (iii) the relocation of the offices at which the Employee is principally employed to a location more than seventy (75) miles from such offices. For purposes of this Agreement, “Good Reason Process” shall mean that (i) Employee reasonably determines in good faith that a “Good Reason” condition has occurred; (ii) Employee notifies failure by the Company to pay Employee the compensation and other benefits provided for herein, other than an isolated, insubstantial and inadvertent failure not occurring in writing of the occurrence of the Good Reason condition within 60 days of such occurrencebad faith; (iii) a requirement that Employee cooperates in good faith with report to a person other than the Company’s efforts, for a period not less than 30 days following such notice (the “Cure Period”), to remedy the Good Reason conditionBoard; or (iv) notwithstanding other material breach by the Company of a material provision of this Agreement; provided (x) Employee has provided the Company with written notice reasonably detailing such effortsbreach within sixty (60) days of the occurrence thereof or, if later, within thirty (30) days of the Good Reason condition continues to exist; date upon which Employee first becomes aware of such breach, and (vy) the Company fails to cure (if curable) such breach within thirty (30) days after delivery to it of such written notice. The date of termination of Employee’s engagement hereunder in the event Employee terminates his employment within 60 days after the end of the Cure Period. If the Company cures the Good Reason condition during the Cure Period, engagement for Good Reason shall be deemed the effective date of Employee’s termination for Good Reason, except that Company may waive all or any part of the above-referenced 10-day notice period or of the 30-day cure period, in which event Employee engagement hereunder shall terminate on the last day of such notice or cure period that has not to have occurredbeen waived or, if the entire notice or cure period has been waived, the date on which the entire notice period and cure periods were waived.

Termination by Employee for Good Reason. Subject to the payment of Termination Benefits pursuant to Section 6(e) below, Employee may terminate Employee’s employment under this Agreement also may be terminated by for Good Reason if all of the following conditions are satisfied: (i) Employee gives the Company a written notice of termination for “Good Reason” , which describes in reasonable detail the condition claimed to constitute Good Reason, within thirty (as defined below)30) calendar days of the initial existence of the condition claimed to constitute Good Reason; notwithstanding (ii) the foregoing, Employee shall Company does not have Good Reason to terminate his employment hereunder unless Employee has complied with remedy the condition within thirty (30) calendar days of the Company’s receipt of Employee’s written notice of termination (the “Good Reason Process” Cure Period”); and (iii) Employee gives the Company a second written notice of termination within thirty (30) calendar days following the expiration of the Good Reason Cure Period. If Employee does not provide the notice of termination for Good Reason as defined below)described in subpart (i) of the preceding sentence within thirty (30) days of the first occurrence of the applicable grounds, then Employee will be deemed to have waived Employee’s right to terminate for Good Reason with respect to such grounds. For purposes of this Agreement, “Good Reason” means the occurrence, without Employee’s written consent, of (A) a material reduction by the Company in Employee’s Base Salary; or (B) a material breach by the Company of this Agreement. In the event Employee terminates Employee’s employment for Good Reason, the Company’s obligation to pay and provide Employee compensation and benefits under this Agreement shall mean the occurrence of any of the following eventsimmediately terminate, except: (i) a substantial adverse change in the nature Company will pay or scope of provide Employee the Employee’s responsibilities, authorities, powers, functions or duties under this AgreementAccrued Obligations; and (ii) a reduction in the subject to Employee’s annual base salary except for an across-the-board salary reduction similarly affecting all or substantially all management employees; or (iii) the relocation of the offices at which the Employee is principally employed to a location more than seventy (75) miles from such offices. For purposes compliance with Section 5(j), Section US.350312296.02 – Xxxxxxx X. Xxxxxxx 5(m), Section 6, Section 7, and Section 13 of this Agreement, “Good Reason Process” shall mean that the Company will pay or provide Employee the following severance compensation within thirty (i30) Employee reasonably determines calendar days after the Release Agreement set forth in good faith that Section 5(j) becomes effective: a “Good Reason” condition has occurred; lump sum amount equal to the sum of (A) one hundred percent (100%) of Employee’s Base Salary at the highest rate in effect within the six-month period immediately preceding the Employment Termination Date, plus (B) an amount equal to twelve (12) times the COBRA Premium Rate. Payment of the severance compensation set forth in subpart (ii) Employee notifies the Company in writing of the occurrence preceding sentence is subject to the terms and conditions of the Good Reason condition within 60 days Section 5(j) and Section 10(b) of such occurrence; (iii) Employee cooperates in good faith with the Company’s efforts, for a period not less than 30 days following such notice (the “Cure Period”), to remedy the Good Reason condition; (iv) notwithstanding such efforts, the Good Reason condition continues to exist; and (v) Employee terminates his employment within 60 days after the end of the Cure Period. If the Company cures the Good Reason condition during the Cure Period, Good Reason shall be deemed not to have occurredthis Agreement.

Termination by Employee for Good Reason. Subject Employee may terminate the Term and Employee's employment for "Good Reason," effective ten (10) days after written notice is provided to the payment of Termination Benefits pursuant to Section 6(e) below, Employee’s employment under this Agreement also may be terminated by Employee for “Company. "Good Reason” (as defined below); notwithstanding the foregoing, Employee " shall not have Good Reason to terminate his employment hereunder unless Employee has complied with the “Good Reason Process” (as defined below). For purposes of this Agreement, “Good Reason” shall mean the occurrence of any of the following eventsmean: (i) a substantial adverse change material reduction in the nature Employee's position, authority, duties or scope of the Employee’s responsibilities, authorities, powers, functions or duties under this Agreement; (ii) a reduction in the Employee’s annual base salary except for an across-the-board salary reduction similarly affecting all or substantially all management employeessalary; or (iii) a failure by the Company to maintain or substitute a benefit program that is material to Employee's overall compensation, (iv) a failure to require a successor to honor this agreement other than an insubstantial or inadvertent failure promptly remedied by the Company after receipt of written notice thereof from Employee or (v) a relocation of the offices at which the Employee is principally employed to a location new primary work site that is more than seventy (75) 50 miles from such officesEmployee's current primary work site without Employee's consent. For purposes of this Agreement, “"Good Reason" does not include death or disability. Good Reason Process” shall mean that not exist unless (i) Employee reasonably determines in good faith gives the Board a detailed, written statement of the basis for Employee's belief that Good Reason exists and gives the Board a “Good Reason” condition has occurred; ten (10) day period after the delivery of such statement to cure the basis for such belief and (ii) Employee notifies the Company actually submits Employee's resignation in writing of the occurrence of the Good Reason condition within 60 days of such occurrence; (iii) Employee cooperates in good faith with to the Company’s efforts, for a 's Board during the sixty day (60) period not less than 30 days following such notice (the “Cure Period”), to remedy the Good Reason condition; (iv) notwithstanding such efforts, the Good Reason condition continues to exist; and (v) Employee terminates his employment within 60 days which begins immediately after the end of such ten (10) day period if Employee reasonably and in good faith determines that Good Reason continues to exist after the Cure Periodend of such ten (10) day period. In the event Employee's employment is terminated for Good Reason, he shall be entitled to: (i) compensation pursuant to Paragraphs 6(f), 6(i) and 6(j) and (ii) a pro rata share of his target annual bonus calculated from the beginning of the calendar year through the date of termination. If Employee's employment is terminated for Good Reason and Employee signs the General Release, Employee shall also be entitled to the following once the General Release becomes effective pursuant to its terms: (i) a lump sum payment equal to (a) two times Employee's then current annual Base Salary, plus (b) an amount equal to two times the average annual bonus paid to Employee prior to the date of termination, and (ii) if Employee elects continued coverage under the Company's group health plan for himself and/or his qualified dependents pursuant to COBRA, the Company cures shall pay the Good Reason condition during portion of the Cure Period, Good Reason shall be deemed not to have occurredcosts that are paid by the Company for active employees who are senior executives for the continued group health plan coverage until the earlier of: (a) twenty-four (24) months; or (b) such time as Employee is no longer eligible for COBRA continuation coverage.

Termination by Employee for Good Reason. Subject to The Employee may terminate employment with the payment of Termination Benefits pursuant to Section 6(e) below, Employee’s employment under this Agreement also may be terminated by Employee Company for “Good Reason” (as defined below); notwithstanding the foregoing, Employee shall not have Good Reason to terminate his employment hereunder unless Employee has complied with the “Good Reason Process” (as defined below). For purposes of this Agreement, “Good Reason” shall mean the occurrence without Employee’s written consent, of any one or more of the following events: (i) the Company reduces Employee’s base salary to a substantial adverse change in the nature or scope salary not typical of the other C-Suite Executives in Processa, other than the CEO, (ii) the Company materially decreases Employee’s responsibilities, authorities, powers, functions or duties under this Agreement; (ii) a reduction in the Employee’s annual base salary except for an across-the-board salary reduction similarly affecting all or substantially all management employees; or (iii) the relocation Company relocates Employee’s principal place of the offices at which the Employee is principally employed work to a location more than seventy fifty (7550) miles from such offices. For purposes the location of Employee’s principal place of work on the date of this Agreement, “or (iv) the Company materially breaches the terms of this Agreement; provided that no such event shall constitute Good Reason Process” shall mean that hereunder unless (ia) Employee reasonably determines in good faith that a “Good Reason” condition has occurred; (ii) Employee notifies shall have given written notice to the Company in writing of Employee’s intent to resign for Good Reason within 30 days after Employee becomes aware of the occurrence of any such event (specifying in detail the Good Reason condition nature and scope of the event), (b) such event or occurrence shall not have been cured within 60 30 days of such occurrence; (iii) Employee cooperates in good faith with the Company’s effortsreceipt of such notice, (c) any Termination by Employee for a Good Reason following such 30 day cure period not less must occur no later than the date that is 30 days following the expiration of such notice (the “Cure Period”), to remedy the Good Reason condition; (iv) notwithstanding such efforts, the Good Reason condition continues to exist; and (v) Employee terminates his employment within 60 days after the end of the Cure Period30 day cure period. If the Company cures the Good Reason condition during the Cure Period, Employee’s Termination for Good Reason shall be deemed not to have occurredtreated as involuntary.

Termination by Employee for Good Reason. Subject to the payment of Termination Benefits pursuant to Section 6(e) below, Employee’s employment under Employee may terminate this Agreement also may be terminated at any time by Employee for providing the Company 30 days’ written notice, with or without “Good Reason.” For purposes hereof, the term “Good Reason” shall exist upon (as defined below)i) a material diminution in the Employees’ Salary; notwithstanding (ii) a material diminution in the foregoingEmployee’s authority, duties or responsibilities; (iii) a material change in geographic location at which the Employee shall not have Good Reason to terminate his employment hereunder unless Employee has complied with performs services; or (iv) any material breach by the Company of this Agreement. “Good Reason Process” (as defined below). For purposes of this Agreement, “Good Reason” shall mean the occurrence of any of means the following eventsseries of actions: (i) a substantial adverse change in the nature or scope of the Employee’s responsibilities, authorities, powers, functions or duties under this Agreement; (ii) a reduction in the Employee’s annual base salary except for an across-the-board salary reduction similarly affecting all or substantially all management employees; or (iii) the relocation of the offices at which the Employee is principally employed to a location more than seventy (75) miles from such offices. For purposes of this Agreement, “Good Reason Process” shall mean that (i) Employee reasonably determines in good faith that a “Good Reason” condition has occurred; Reason exists, (ii) the Employee notifies the Company or the acquiring or succeeding corporation (if applicable) in writing of the existence of Good Reason within 60 days of the occurrence of the event that gave rise to the existence of Good Reason condition within 60 days of such occurrence; Reason, (iii) the Employee cooperates in good faith with the Company’s efforts(or the acquiring or succeeding corporations, if applicable) efforts to remedy the conditions that gave rise to the existence of Good Reason for a period not less than of 30 days following such notice (such 30 day period, the “Cure Period”), to remedy the Good Reason condition; (iv) notwithstanding such efforts, the Good Reason condition continues to exist; exist and (v) the Employee terminates his employment within 60 30 days after the end of the Cure Period. If For the avoidance of doubt, if the Company cures or the acquiring or succeeding corporation successfully remedies the conditions that gave rise to the existence of Good Reason condition during the Cure Period, Good Reason shall be deemed not to have occurredexisted. In the event the Employee terminates employment under this Agreement for Good Reason, the Employee shall be eligible to receive the severance benefits set forth in Section 3.6.

Termination by Employee for Good Reason. Subject to the payment of Termination Benefits pursuant to Section 6(e3.2, Employee may terminate his employment obligation hereunder (but not his obligations under Article IV hereof) below, Employee’s employment under this Agreement also may be terminated by Employee for “Good Reason” (as defined below); notwithstanding hereinafter defined) if Employee gives written notice thereof to the foregoing, Employee shall not have 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 terminate his employment hereunder unless Employee has complied with cure or rectify the “grounds for such Good Reason Process” (as defined below)termination set forth in such notice. For purposes of this Agreement, “Good Reason” shall mean the occurrence of any of the following eventsfollowing: (i) a substantial adverse change in material violation by the nature or scope Company of the Employee’s responsibilities, authorities, powers, functions or duties under this Agreement; (ii) if such Employee is an executive officer of the Company, demotion of the Employee, without the Employee’s prior consent, to a position that does not include significant managerial responsibilities; (iii) reduction of the Employee’s then-current material responsibilities, which shall include but are not limited to (A) the hiring, retention and management of internal and outside legal counsel, (B) the oversight and management of litigation, intellectual property, regulatory and transactional matters, (C) corporate secretarial functions and (D) corporate governance and compliance matters; (iv) reduction in the Employee’s annual base salary except for an across-the-board salary, other than in connection with, and substantially proportionate to, a general salary reduction similarly affecting all program that applies to the Company’s similar class of officers or substantially all management employees; or (iiiv) the a relocation of the offices at which Company that requires the Employee to commute to an office that is principally employed to a location more than seventy sixty (7560) miles away from such offices. For purposes the Employee’s then current place of this Agreement, “Good Reason Process” shall mean that (i) Employee reasonably determines in good faith that a “Good Reason” condition has occurred; (ii) Employee notifies the Company in writing of the occurrence of the Good Reason condition within 60 days of such occurrence; (iii) Employee cooperates in good faith with the Company’s efforts, for a period not less than 30 days following such notice (the “Cure Periodemployment.”), to remedy the Good Reason condition; (iv) notwithstanding such efforts, the Good Reason condition continues to exist; and (v) Employee terminates his employment within 60 days after the end of the Cure Period. If the Company cures the Good Reason condition during the Cure Period, Good Reason shall be deemed not to have occurred.

Termination by Employee for Good Reason. Subject to the payment of Termination Benefits pursuant to Section 6(e) below, Employee’s Employee may terminate his employment under this Agreement also at any time by providing Company with thirty (30) days’ written notice, which notice Company may be terminated waive, in whole or in part, in its sole discretion, by paying Employee for “Good Reason” such thirty (as defined below); notwithstanding the foregoing, Employee shall not have Good Reason to terminate his employment hereunder unless Employee has complied with the “Good Reason Process” (as defined below)30) days. For purposes of this Agreement, “Good Reason” shall mean the occurrence of any of the following eventsevents without Employee’s consent: (i) a substantial adverse change material diminution in the nature Employee’s salary and benefits (i.e., a reduction of twenty percent (20%) or scope more); provided, however, that such a reduction which is part of a general salary or benefit reduction applicable to all senior executives of the Employee’s responsibilities, authorities, powers, functions Company or duties under this Agreementto which Employee expressly consents shall not be deemed to constitute Good Reason; (ii) a reduction material diminution in the Employee’s annual base salary except for an across-the-board salary reduction similarly affecting all or substantially all management employees; or (iii) the relocation of the offices at duties and responsibilities which the Employee is principally employed to a location more than seventy (75) miles from such offices. For purposes of this Agreementchange would materially reduce Employee’s stature, “Good Reason Process” shall mean that (i) Employee reasonably determines in good faith that a “Good Reason” condition has occurred; (ii) Employee notifies the Company in writing of the occurrence of the Good Reason condition importance and dignity within 60 days of such occurrenceCompany; (iii) Employee cooperates in good faith with a material breach of the Company’s effortsobligation to pay compensation or provide benefits to Employee under this Agreement; or (iv) a Change of Control that does not constitute a Designated Change of Control (as defined in Paragraph 11(d)), provided, however, in the case of each of (i) through (iii) above, a termination by Employee shall only be deemed for Good Reason pursuant to the foregoing definition if: (A) Employee provides Company with written notice of the intent to terminate on account of Good Reason within thirty (30) days following the initial occurrence of such event or omission, which notice shall identify the event or omissions constituting the reason for Good Reason and (B) Company fails to remedy such events or omissions constituting Good Reason within a period not less than 30 of thirty (30) days following such receipt of the written notice from Employee (the “Cure Period”). In the event of the foregoing, to remedy Employee’s employment shall terminate on the Good Reason condition; (iv) notwithstanding such efforts, first business day immediately following the Good Reason condition continues to exist; and (v) Employee terminates his employment within 60 days after the end expiration of the Cure Period. If the , unless Company cures the Good Reason condition designated an earlier termination date during the Cure Period, Good Reason shall be deemed not to have occurred.. However: