Common use of Termination by Employee Clause in Contracts

Termination by Employee. In the event Employee terminates this Agreement, the Company shall be obligated to pay Employee that pro-rata portion of his current semi-monthly Base Salary payment, as adjusted for any increase thereto, which is earned but unpaid as of the Termination Date, any earned but unpaid incentive compensation, any accrued but unpaid paid time off (“PTO”) due to him through the Termination Date and any unreimbursed expenses. Employee will not be entitled to, nor will he receive, any type of severance payment, unless he has Good Reason, as defined below, to terminate this Agreement. If Employee has Good Reason then he shall receive the severance outlined in subsection (B)(ii)(b) below addressing Termination by the Company without Cause, subject to its requirements for receipt of such payment. If Employee terminates Employee’s employment pursuant to this subsection (B)(i), then the Company, at its option, may require Employee to cease providing services during the thirty (30) day notice period required therein; provided, however, for purposes of calculating payment upon termination under this Agreement, Employee shall be treated as if he was employed during such thirty (30) day period. “Good Reason” shall mean (1) a material involuntary reduction in Employee’s duties, authority, reporting responsibility or function by the Company, (2) a material reduction in Employee’s compensation package other than as mutually agreed, (3) Employee’s involuntary relocation to a principal place of work more than thirty (30) miles from Charlotte, North Carolina or (4) a material breach by the Company of its obligations hereunder, provided that, upon the occurrence of any of these acts or omissions, Employee gives the Company notice of his belief that he has Good Reason to terminate this Agreement and the Company fails to cure within thirty (30) business days of receipt of Employee’s notice.

Termination by Employee. (a) Employee may terminate Employee’s employment under this Agreement at any time by providing Company with 30 days written notice, which notice Company may waive, in whole or in part, in its sole discretion, by paying Employee for such 30 days. In the event Employee terminates Employee’s employment under this AgreementParagraph 11(a), Company shall have no further obligations or liabilities to Employee after the date of his termination. (b) Notwithstanding Paragraph 11(a) above, Employee may initiate a termination of Employee’s employment under this Agreement for Good Reason (as defined herein) following a Change of Control of the Company shall be obligated to pay Employee that pro-rata portion of his current semi-monthly Base Salary payment, as adjusted for any increase thereto, which is earned but unpaid as of the Termination Date, any earned but unpaid incentive compensation, any accrued but unpaid paid time off (“PTO”) due to him through the Termination Date and any unreimbursed expenses. Employee will not be entitled to, nor will he receive, any type of severance payment, unless he has Good Reason, as defined below, to terminate this Agreement. If Employee has Good Reason then he shall receive the severance outlined in subsection (B)(ii)(b) below addressing Termination by the providing Company without Cause, subject to its requirements for receipt with 30 days written notice of such paymentresignation. If Employee terminates Employee’s employment pursuant to this subsection (B)(i)As used herein, then the Company, at its option, may require Employee to cease providing services during the thirty (30) day notice period required therein; provided, however, for purposes of calculating payment upon termination under this Agreement, Employee shall be treated as if he was employed during such thirty (30) day period. “Good Reason” shall mean mean, with respect to Employee, without Employee’s consent, (1i) a material involuntary reduction diminution in Employee’s duties, authority, reporting responsibility or function by the Company, base compensation; (2ii) a material reduction diminution in Employee’s compensation package other than as mutually agreedauthority, duties or responsibilities; (3iii) a material change in the geographic location at which Employee must perform services (which, for purposes of this Agreement, means relocation of Employee’s involuntary relocation to a principal place of work more than thirty business that results in a commute of fifty (3050) miles from Charlotte, North Carolina or more); or (4iv) any other action or inaction that constitutes a material breach by Company (or a successor thereto) of the Agreement; provided that for any of the foregoing to constitute “Good Reason” Employee must object in writing to Company (or a successor thereto) within 30 days following initial discovery of its occurrence or proposed occurrence, and which action is not then rescinded or otherwise remedied by Company (or a successor thereto) within 30 days after delivery of such notice, and Employee must terminate employment with the Company of its obligations hereunder, provided that, upon (or a successor thereto) within two (2) years following the initial occurrence of any of these acts or omissions, Employee gives the Company notice of his belief event that he has constitutes Good Reason to terminate this Agreement and the Company fails to cure within thirty (30) business days of receipt of Employee’s noticeReason.

Termination by Employee. In the event (a) Employee terminates this Agreementmay terminate Employee's employment hereunder at any time, the Company shall be obligated to pay Employee that pro-rata portion of his current semi-monthly Base Salary payment, as adjusted for any increase thereto, which is earned but unpaid as of the Termination Date, any earned but unpaid incentive compensation, any accrued but unpaid paid time off (“PTO”) due to him through the Termination Date and any unreimbursed expenses. Employee will not be entitled to, nor will he receive, any type of severance payment, unless he has Good Reason or without Good Reason, as defined below, to terminate this Agreement. If effective upon the date designated by Employee has Good Reason then he shall receive in written notice of the severance outlined in subsection (B)(ii)(b) below addressing Termination by the Company without Cause, subject to its requirements for receipt termination of such payment. If Employee terminates Employee’s his employment hereunder pursuant to this subsection (B)(iSection 9.5(a); provided that, then the Company, such date shall be at its option, may require Employee to cease providing services during the least thirty (30) day notice period required therein; provided, however, for days after the date of such notice. For purposes of calculating payment upon termination under this Agreement, Employee Good Reason shall be treated as if he was employed during such thirty mean: (30i) day period. “Good Reason” shall mean (1) a material involuntary reduction in Employee’s duties, authority, reporting responsibility or function by the Company, (2) a material reduction in Employee’s compensation package other than as mutually agreed, (3) Employee’s involuntary relocation to a principal place of work more than thirty (30) miles from Charlotte, North Carolina or (4) a material breach failure by the Company to pay in a timely manner Base Salary or any other material form of its obligations compensation or material benefit to be paid or provided to Employee hereunder, provided thator (ii) any material breach, upon not encompassed within clause (i) of this Section 9.5(a), of the occurrence obligations of any of these acts or omissions, Employee gives the Company notice of his belief that he has Good Reason to terminate under this Agreement and the Company fails to cure which breach is not cured within thirty (30) business days of after the Company's receipt of written notification from the Employee of such breach. (b) In the event of a termination of Employee’s notice's employment hereunder pursuant to Section 9.5(a) hereof, Employee shall be entitled to receive all accrued but unpaid (as of the effective date of such termination) Base Salary, Benefits and Other Compensation. In addition, solely if such termination is for Good Reason, Employee shall be entitled to receive (i) severance in an amount equal to the Employee's Base Salary, and (ii) medical and dental coverage on terms and conditions comparable to those most recently provided to the Employee pursuant to this Agreement, both for the period of one year commencing upon the date of such termination. Such severance shall be payable as set forth in Section 9.4(b) hereof. Except as specifically set forth in this Section 9.5(b), all Base Salary, Benefits and Other Compensation shall cease at the time of such termination, subject to the terms of any benefit or compensation plan then in force and applicable to Employee. Except as specifically set forth in this Section 9.5, the Company shall have no liability or obligation hereunder by reason of such termination.

Termination by Employee. In the event Employee terminates this Agreement, the Company shall be obligated to pay Employee that pro-rata portion of his current semi-monthly Base Salary payment, as adjusted may terminate her employment hereunder (i) for any increase thereto, which is earned but unpaid as of the Termination Date, any earned but unpaid incentive compensation, any accrued but unpaid paid time off Good Reason (“PTO”) due to him through the Termination Date and any unreimbursed expenses. Employee will not be entitled to, nor will he receive, any type of severance payment, unless he has Good Reason, as defined below, ) by providing the Company with written notice of termination at least sixty (60) days prior to terminate this Agreement. If Employee has the effective date of such termination or (ii) without Good Reason then he shall receive the severance outlined in subsection at any time (B)(ii)(b) below addressing Termination by the Company without Cause, subject to its requirements for receipt of such payment. If Employee terminates Employee’s employment pursuant to this subsection (B)(i), then the Company, at its option, may require Employee to cease providing services during the thirty (30) day notice period required therein; provided, however, for purposes of calculating payment upon it being understood that a termination under this Agreement, Section 4(e)(ii) shall not be considered a termination for Good Reason). A termination of employment by Employee shall be treated as if he was employed during such thirty (30) day period. for “Good Reason” shall mean (1) a material involuntary reduction termination by Employee of her employment with the Company upon the occurrence of any of the following events and the failure by the Company to correct the circumstances set forth in Employee’s dutiesnotice of termination within twenty (20) days of such notice (provided, authoritythat the Company shall have no cure right with respect to clause (ii) below, reporting responsibility or function by provided, further, that the Company, (2) a material reduction in Employee’s compensation package other than as mutually agreed, (3) Employee’s involuntary relocation to a principal place of work more than cure period shall be thirty (30) miles from Charlottedays in the case of clause (iv) below, North Carolina provided, further, that there shall be no cure period in the case of clause (v) below): (i) the assignment to Employee of duties and responsibilities which are materially different from, and that result in a substantial diminution of, the duties and responsibilities that she has or is to assume on the date hereof pursuant to Section 1, (4ii) a reduction in the rate of, or failure to timely pay, Employee’s Base Salary or Incentive Bonus (except for the reductions expressly provided for in this Agreement), (iii) the Company requiring Employee to be based anywhere other than New York, New York (periodic and reasonable business travel shall not be considered basing Employee elsewhere), (iv) a material breach by the Company of its obligations hereunderthis Agreement, provided that, upon the occurrence Redemption Agreement or a material breach by the Company or EHI of any other agreements with Employee, or (v) the failure of these acts or omissionsthe Company’s sole incorporator to take the action described in Section 8(d)(ii) of the Redemption Agreement within one (1) business day after the Conversion; provided, Employee gives however, the Company notice resulting diminution of his belief that he has title, duties and responsibilities from the hiring of a replacement CEO pursuant to Section 1 shall not be deemed Good Reason to terminate this Agreement and the Company fails to cure within thirty for purposes of clause (30i) business days of receipt of Employee’s noticeabove.

Termination by Employee. In Employee may, upon giving the event Employee terminates Company no less than 30 days’ advance written notice, terminate Employee’s employment without Good Reason or for Good Reason. For purposes of this Agreement, the Company shall be obligated to pay Employee that pro-rata portion of his current semi-monthly Base Salary payment, as adjusted for any increase thereto, which is earned but unpaid as of the Termination Date, any earned but unpaid incentive compensation, any accrued but unpaid paid time off (“PTO”) due to him through the Termination Date and any unreimbursed expenses. Employee will not be entitled to, nor will he receive, any type of severance payment, unless he has Good Reason, as defined below, to terminate this Agreement. If Employee has Good Reason then he shall receive the severance outlined in subsection (B)(ii)(b) below addressing Termination by the Company without Cause, subject to its requirements for receipt of such payment. If Employee terminates Employee’s employment pursuant to this subsection (B)(i), then the Company, at its option, may require Employee to cease providing services during the thirty (30) day notice period required therein; provided, however, for purposes of calculating payment upon termination under this Agreement, Employee shall be treated as if he was employed during such thirty (30) day period. term “Good Reason” shall mean mean, without the express written consent of Employee, the occurrence of one of the following arising on or after the Effective Date, as determined in a manner consistent with Treasury Regulation § 1.409A-1(n)(2)(ii): (1) a material involuntary reduction in Employee’s duties, authority, reporting responsibility or function by the Company, (2i) a material reduction in Employee’s compensation package other than as mutually agreedbase compensation, (3ii) a material diminution in Employee’s involuntary authority, duties or responsibilities, (iii) a permanent relocation in the geographic location at which Employee must perform services to a principal place of work location more than thirty (30) 50 miles from Charlottethe location at which Employee normally performed services immediately before the relocation; (iv) a material reduction in the authority, North Carolina duties or responsibilities of the person to whom Employee reports; or (4v) any other action or inaction that constitutes a material breach by the Company of this Agreement. Neither a transfer of employment among the Company and any of its obligations hereunderAffiliates nor the Company or an Affiliate entering into a co-employer relationship with a personnel services organization constitutes Good Reason. In the case of Employee’s allegation of Good Reason, provided that, upon (A) Employee shall provide notice to the Company of the event alleged to constitute Good Reason within 60 days after the occurrence of any such event, and (B) the Company shall have the opportunity to remedy the alleged Good Reason event within 30 days from receipt of these acts or omissionsnotice of such allegation. If not remedied within that 30-day period, Employee gives may submit a Notice of Termination pursuant to Section 5(e), provided that the Company notice Notice of his belief Termination must be given no later than 100 days after the expiration of such 30 day period; otherwise, Employee is deemed to have accepted such event, or the Company’s remedy of such event, that he has may have given rise to the existence of Good Reason; provided, however, such acceptance shall be limited to the occurrence of such event and shall not waive Employee’s right to claim Good Reason with respect to terminate this Agreement and the Company fails to cure within thirty (30) business days of receipt of Employee’s noticefuture similar events.

Termination by Employee. In the event Employee terminates this Agreement, the Company shall be obligated may terminate his employment hereunder upon thirty (30) days' written notice to pay Employee that pro-rata portion of his current semi-monthly Base Salary payment, as adjusted Employer for any increase thereto, which is earned but unpaid as of the Termination Date, any earned but unpaid incentive compensation, any accrued but unpaid paid time off (“PTO”) due to him through the Termination Date and any unreimbursed expenses. Employee will not be entitled to, nor will he receive, any type of severance payment, unless he has Good Reason, as defined below, to terminate this Agreement. If Employee has Good Reason then he shall receive the severance outlined in subsection (B)(ii)(b) below addressing Termination by the Company without Cause, subject to its requirements for receipt of such paymentreason. If Employee terminates Employee’s his employment hereunder subsequent to a Change in Control (as hereinafter defined) and such termination is made for any of the reasons listed below, then such termination shall be deemed to have been done for good reason ("Good Reason"). Reasons constituting Good Reason shall be limited to: (A) any breach by Employer of any material provision of this Agreement which has not been cured within ten (10) days after written notice of such non-compliance is given by Employee to Employer; (B) any demonstrable and material diminution of the compensation, duties, responsibilities, authority or powers of Employee as such relate to any positions or offices held by Employee immediately prior to such Change in Control; provided that Employee provides a reasonable description of any such diminution(s) and a statement that Employee finds, in good faith, that the acts or omissions to act causing such diminution in duties, responsibilities, authority or powers to be a material diminution and that, as such, he elects to terminate his employment hereunder for Good Reason; (C) the taking of, or failure to take, any action by Employer which would deprive Employee of any material fringe benefit enjoyed at the time of such Change in Control or the failure of Employer to include Employee in any Employee Benefit Plan or Incentive Compensation Plan for which Employee is properly eligible including the failure to pay Employee the amount, if any, determined in good faith to be due and owing Employee pursuant to this subsection any such Employee Benefit Plan or Incentive Compensation Plan; or (B)(i), then the Company, at its option, may require Employee to cease providing services during the thirty (30D) day notice period required therein; provided, however, for purposes of calculating payment upon termination under this Agreement, Employee shall be treated as if he was employed during such thirty (30) day period. “Good Reason” shall mean (1) a material involuntary reduction in Employee’s duties, authority, reporting responsibility or function any requirement by the Company, (2) a material reduction in Employee’s compensation package other than as mutually agreed, (3) Employee’s involuntary relocation Employer that Employee relocate his primary business office to a principal place of work more geographical area greater than thirty twenty (3020) miles from CharlotteEmployer's principal executive offices as existing immediately prior to the applicable Change in Control or, North Carolina or (4) a material breach by if Employee is based in an office other than Employer's principal executive office, the Company office of its obligations hereunder, provided that, upon Employer where Employee is based immediately prior to the occurrence of any of these acts or omissions, Employee gives the Company notice of his belief that he has Good Reason to terminate this Agreement and the Company fails to cure within thirty (30) business days of receipt of Employee’s noticemost recent Change in Control.

Termination by Employee. In the event Employee terminates Notwithstanding any other provisions of this Agreement, Employee shall have the Company right to terminate the employment relationship under this Agreement at any time for any of the following reasons: (i) A breach by Employer of any material provision of this Agreement or the occurrence of a “Constructive Termination Event,” which shall be obligated defined as the failure by the Employer to pay Employee that pro-rata portion of his current semi-monthly Base Salary paymentthe Employee’s compensation as provided in this Agreement, as adjusted for any increase thereto, which is earned but unpaid as relocation without the Employee’s consent of the Termination DateEmployee’s primary employment location to a location that is more than 50 miles from the location to which he will be required to report on his first day of employment, a material diminution in the Employee’s position, duties, responsibilities, reporting status, or authority, or if the Employee is requested to perform any earned but unpaid incentive compensationillegal activity or to sign-off on any inappropriate financial statement or acknowledgement, any accrued but unpaid paid time off (“PTO”) due to him through the Termination Date and any unreimbursed expenses. Employee will not be entitled to, nor will he receive, any type of severance payment, unless he has Good Reason, as defined below, except that before exercising his right to terminate this Agreement. If Employee has Good Reason then he shall receive the severance outlined in subsection (B)(ii)(b) below addressing Termination by the Company without Cause, subject to its requirements for receipt of such payment. If Employee terminates Employee’s employment relationship pursuant to any of the provisions of this subsection (B)(ii), then the Employee must first give written notice to the Employer’s Board of Directors of the circumstances purportedly giving rise to his right to so terminate and must provide the Employer with a minimum fifteen (15) days to correct the problem, unless correction is inherently impossible; (ii) The involuntary reduction of Employee’s base salary or incentive compensation targets (other than a reduction in such targets applied consistently to the Company’s other executive officers that is designed to account for changes in relative EPS projections as a result of such Corporate Change) within six (6) months after the occurrence of any Corporate Change (defined below) that is not cured by Employer or its successor, at its optionas applicable, may require Employee to cease providing services during the within thirty (30) day days of receiving detailed written notice of such event from Employee. A “Corporate Change” shall mean the first to occur of any of the following events: (1) an acquisition by any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) (each, a “Person”) of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of 50% or more of either: (i) the then outstanding shares of common stock of Employer (the “Outstanding Common Stock”) or (ii) the combined voting power of the then outstanding voting securities of Employer entitled to vote generally in the election of directors (the “Outstanding Voting Securities”); excluding, however, the following: (A) any acquisition directly from Employer (including without limitation any public offering), other than an acquisition by virtue of the exercise of a conversion privilege unless the security being so converted was itself acquired directly from Employer; (B) any acquisition by Employer; (C) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by Employer or any Person controlled by Employer; or (D) any acquisition by any Person pursuant to a transaction which complies with clauses (A), (B) and (C) of subsection (1) of this definition of “Corporate Change”); (2) within any period required thereinof 24 consecutive months, a change in the composition of the board of directors of Employer (the “Board”) such that the individuals who, immediately prior to such period, constituted the Board (such Board will be hereinafter referred to as the “Incumbent Board”) cease for any reason to constitute at least a majority of the Board; provided, however, for purposes of calculating payment upon termination under this Agreement, Employee shall be treated as if he was employed definition of “Corporate Change” that any individual who becomes a member of the Board during such thirty (30) day period. “Good Reason” shall mean (1) a material involuntary reduction in Employee’s duties, authoritywhose election, reporting responsibility or function nomination for election by the Company’s stockholders, was approved by a vote of at least a majority of those individuals who are members of the Board and who were also members of the Incumbent Board (2or deemed to be such pursuant to this proviso) will be considered as though such individual were a material member of the Incumbent Board; but, provided further, that any such individual whose initial assumption of office occurs as a result of either an actual or threatened election contest (as such terms are used in Rule 14a-11 of Regulation 14A promulgated under the Exchange Act) or other actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the Board will not be so considered as a member of the Incumbent Board; provided further that any individual who voluntarily resigns from the Board in connection with the reduction in Employee’s compensation package other than as mutually agreed, size of the Board will not be deemed to be a member of the Incumbent Board; (3) Employee’s involuntary relocation the consummation of a reorganization, merger or consolidation or sale or other disposition of all or substantially all of the assets of Employer (a “Corporate Transaction”); excluding, however, such a Corporate Transaction pursuant to a principal place which (i) all or substantially all of work the individuals and entities who are the beneficial owners, respectively, of the Outstanding Common Stock and Outstanding Voting Securities immediately prior to such Corporate Transaction will beneficially own, directly or indirectly, more than thirty 50% of, respectively, the outstanding shares of common stock and the combined voting power of the then outstanding voting securities entitled to vote generally in the election of directors, as the case may be, of the entity resulting from such Corporate Transaction (30including, without limitation, an entity which as a result of such transaction owns Employer or all or substantially all of the Employer’s assets, either directly or through one or more subsidiaries) miles in substantially the same proportions as their ownership, immediately prior to such Corporate Transaction, of the Outstanding Common Stock and Outstanding Voting Securities, as the case may be, (ii) no Person (other than Employer, any employee benefit plan (or related trust) sponsored or maintained by Employer, by any entity controlled by Employer, or by such entity resulting from Charlottesuch Corporate Transaction) will beneficially own, North Carolina directly or indirectly, more than 50% of, respectively, the outstanding shares of common stock of the entity resulting from such Corporate Transaction or the combined voting power of the outstanding voting securities of such corporation entitled to vote generally in the election of directors, except to the extent that such ownership existed with respect to Employer prior to the Corporate Transaction, and (iii) individuals who were members of the Board immediately prior to the approval by the stockholders of Employer of such Corporate Transaction will constitute at least a majority of the members of the board of directors of the entity resulting from such Corporate Transaction (it is intended that this subsection (3) include Corporate Transactions that result in entities other than corporations that are governed by bodies other than a board of directors, including without limitation, limited liability companies that are governed by a board of managers); or (4) a material breach the approval by the Company stockholders of its obligations hereunderEmployer of a complete liquidation or dissolution of Employer, provided thatother than to a corporation pursuant to a transaction which would comply with clauses (i), upon (ii) and (iii) of subsection (3) of this definition of “Corporate Change,” assuming for this purpose that such transaction were a Corporate Transaction. Any such Corporate Change must also constitute a change in control as such phrase is defined in section 409A(a)(2)(A)(v) of the occurrence Internal Revenue Code of any of these acts or omissions1986, Employee gives as amended (the Company notice of his belief that he has Good Reason to terminate this Agreement “Code”) and the Company fails guidance issued thereunder, including consideration of all applicable attribution of ownership rules under section 318 of the Code to cure within thirty (30) business days the extent required by any guidance under section 409 A of receipt of Employee’s notice.the Code; or

Termination by Employee. In the event Employee terminates may terminate this Agreement, the Company shall be obligated to pay Employee that pro-rata portion of his current semi-monthly Base Salary payment, as adjusted Agreement for any increase thereto, which is earned but unpaid as of the Termination Date, any earned but unpaid incentive compensation, any accrued but unpaid paid time off (“PTO”) due to him through the Termination Date and any unreimbursed expenses. Employee will not be entitled to, nor will he receive, any type of severance payment, unless he has "Good Reason, as defined below, to terminate this Agreement. If Employee has Good Reason then he shall receive the severance outlined in subsection (B)(ii)(b) below addressing Termination by the Company without Cause, subject to its requirements for receipt of such payment. If Employee terminates Employee’s employment pursuant to this subsection (B)(i), then the Company, at its option, may require Employee to cease providing services during the thirty (30) day notice period required therein"; provided, however, for that Employee's obligations under Paragraph 6 shall survive any termination of this Agreement by Employee, by the Company or otherwise. For purposes of calculating payment upon this paragraph, Good Reason shall mean: a) Any assignment to the Employee of any duties materially inconsistent with the position described in Section 1 hereof, b) Any material diminution of the duties of the Employee then-existing without the written consent of the Employee, c) Any removal of the Employee from or failure to re-elect the Employee to the positions described in Section 1 hereof, except in connection with termination under this Agreementof the Employee pursuant to Section 5.1 or 5.2 hereof, d) A reduction in the Employee's rate of compensation, Employee shall be treated as if or a reduction in the Employee's fringe benefits or any other failure of the Company to comply with Section 4 hereof, e) The Employee's principle place of employment is relocated to a place outside of a forty (40) mile radius from which he was employed during such thirty (30) day period. “Good Reason” shall mean (1) a on the Effective Date, Other material involuntary reduction in Employee’s duties, authority, reporting responsibility or function breach of this Agreement by the Company, or f) Following a "Change in Control," defined below. A "Change of Control" shall be deemed to have occurred if (2i) a material reduction in Employee’s compensation package other than as mutually agreedtender offer shall be made and consummated for the ownership of 50% or more of the outstanding voting securities of the Company, (3ii) Employee’s involuntary relocation the Company shall be merged or consolidated with another corporation and as a result of such merger or consolidation less than 50% of the outstanding securities of the surviving or resulting corporation shall be owned in the aggregate by the former stockholders of the Company, as the same shall have existed immediately prior to a principal place of work such merger or consolidation, (iii) the Company shall sell more than thirty (30) miles from Charlotte75% of its assets to another corporation which is not a wholly owned subsidiary, North Carolina or (4iv) within any period of six consecutive months, individuals who at the beginning of the period constituted the Board of the Company cease for any reason to constitute a material breach majority of the Board of the Company then in office. Any termination by the Company Board of its obligations hereunder, provided that, upon Directors pursuant to Section 5.2 or by the occurrence Employee pursuant to section 5.3 shall be communicated by written Notice of any Termination to the other party hereto. Notice of these acts or omissions, Employee gives Termination shall mean a notice which shall indicate the Company notice of his belief that he has Good Reason to terminate specific termination provision in this Agreement relied upon and shall set forth in reasonable detail the Company fails facts and circumstances claimed to cure within thirty (30) business days provide a basis for termination of receipt of the Employee’s notice's employment under the provision so indicated.

Termination by Employee. In Employee may, upon giving the event Employee terminates Company no less than 30 days’ advance written notice, terminate Employee’s employment without Good Reason or for Good Reason. For purposes of this Agreement, the Company shall be obligated to pay Employee that pro-rata portion of his current semi-monthly Base Salary payment, as adjusted for any increase thereto, which is earned but unpaid as of the Termination Date, any earned but unpaid incentive compensation, any accrued but unpaid paid time off (“PTO”) due to him through the Termination Date and any unreimbursed expenses. Employee will not be entitled to, nor will he receive, any type of severance payment, unless he has Good Reason, as defined below, to terminate this Agreement. If Employee has Good Reason then he shall receive the severance outlined in subsection (B)(ii)(b) below addressing Termination by the Company without Cause, subject to its requirements for receipt of such payment. If Employee terminates Employee’s employment pursuant to this subsection (B)(i), then the Company, at its option, may require Employee to cease providing services during the thirty (30) day notice period required therein; provided, however, for purposes of calculating payment upon termination under this Agreement, Employee shall be treated as if he was employed during such thirty (30) day period. term “Good Reason” shall mean mean, without the express written consent of Employee, the occurrence of one of the following arising on or after the Effective Date, as determined in a manner consistent with Treasury Regulation § 1.409A-1(n)(2)(ii): (1) a material involuntary reduction in Employee’s duties, authority, reporting responsibility or function by the Company, (2i) a material reduction in Employee’s compensation package other than as mutually agreedbase compensation, (3ii) a material diminution in Employee’s involuntary authority, duties or responsibilities, (iii) a permanent relocation in the geographic location at which Employee must perform services to a principal place of work location more than thirty (30) 50 miles from Charlotte, North Carolina the location at which Employee normally performed services immediately before the relocation; (iv) a requirement that Employee report to an officer or employee instead of the Board; or (4v) any other action or inaction that constitutes a material breach by the Company of this Agreement. Neither a transfer of employment among the Company and any of its obligations hereunderAffiliates nor the Company or an Affiliate entering into a co-employer relationship with a personnel services organization constitutes Good Reason. In the case of Employee’s allegation of Good Reason, provided that, upon (A) Employee shall provide notice to the Company of the event alleged to constitute Good Reason within 60 days after the occurrence of any such event, and (B) the Company shall have the opportunity to remedy the alleged Good Reason event within 30 days from receipt of these acts or omissionsnotice of such allegation. If not remedied within that 30-day period, Employee gives may submit a Notice of Termination pursuant to Section 5(e), provided that the Company notice Notice of his belief Termination must be given no later than 100 days after the expiration of such 30 day period; otherwise, Employee is deemed to have accepted such event, or the Company’s remedy of such event, that he has may have given rise to the existence of Good Reason; provided, however, such acceptance shall be limited to the occurrence of such event and shall not waive Employee’s right to claim Good Reason with respect to terminate this Agreement and the Company fails to cure within thirty (30) business days of receipt of Employee’s noticefuture similar events.

Termination by Employee. In the event Employee terminates Notwithstanding any other provisions of this Agreement, Employee shall have the Company right to terminate the employment relationship under this Agreement at any time for any of the following reasons: (i) A breach by Employer of any material provision of this Agreement or the occurrence of a “Constructive Termination Event,” which shall be obligated defined as (a) the failure by the Employer to pay Employee that pro-rata portion of his current semi-monthly Base Salary paymentthe Employee’s compensation as provided in this Agreement, as adjusted for any increase thereto, which is earned but unpaid as (b) relocation without the Employee’s prior written consent of the Termination Employee’s primary employment location to a location that is more than 50 miles from the location to which he was required to report on the Effective Date, (c) a material diminution in the Employee’s position, duties, responsibilities, reporting status, or authority, without the Employee’s prior written consent, or (d) if the Employee is requested to perform any earned but unpaid incentive compensationillegal activity or to sign-off on any inappropriate financial statement or acknowledgement, any accrued but unpaid paid time off (“PTO”) due to him through the Termination Date and any unreimbursed expenses. Employee will not be entitled to, nor will he receive, any type of severance payment, unless he has Good Reason, as defined below, except that before exercising his right to terminate this Agreement. If Employee has Good Reason then he shall receive the severance outlined in subsection (B)(ii)(b) below addressing Termination by the Company without Cause, subject to its requirements for receipt of such payment. If Employee terminates Employee’s employment relationship pursuant to any of the provisions of this subsection (B)(ii), then the Company, at its option, may require Employee must first give written notice to cease providing services during the Employer’s Board of Directors of the circumstances purportedly giving rise to his right to so terminate and must provide the Employer with a minimum thirty (30) day notice period required thereindays to correct the problem, unless correction is inherently impossible; provided, however, for purposes that in the event of calculating payment upon termination a Corporate Change (as defined below) in which Employer either ceases to exist and its successor does not succeed to Employer’s obligations under this AgreementAgreement by operation of law or Employer has sold or otherwise disposed of substantially all its assets, if Employer’s successor assumes in writing Employer’s obligations under this Agreement effective as of the date of such Corporate Change, Employee shall not be treated entitled to resign for the reasons described in Section 3.3(i) or 3.3(ii) and receive the compensation and benefits described in Section 3.5 without a breach by such successor of this Agreement or a “Constructive Termination Event” or “Compensation Reduction” (as if he was employed during defined below) occurring upon or following such thirty Corporate Change. (30ii) day period. “Good Reason” shall mean (1) a material The involuntary reduction in of Employee’s duties, authority, reporting responsibility base salary or function by incentive compensation targets (other than a reduction in such targets applied consistently to the Company, ’s other executive officers that is designed to account for changes in relative EPS projections as a result of such Corporate Change) within six (26) a material reduction in Employee’s compensation package other than as mutually agreed, (3) Employee’s involuntary relocation to a principal place of work more than thirty (30) miles from Charlotte, North Carolina or (4) a material breach by the Company of its obligations hereunder, provided that, upon months after the occurrence of any of these acts Corporate Change (defined below) (a “Compensation Reduction”) that is not cured by Employer or omissionsits successor, Employee gives the Company notice of his belief that he has Good Reason to terminate this Agreement and the Company fails to cure as applicable, within thirty (30) business days of receipt receiving detailed written notice of such event from Employee. A “Corporate Change” shall mean the first to occur of any of the following events: (1) an acquisition by any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) (each, a “Person”) of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of 50% or more of either: (i) the then outstanding shares of common stock of Employer (the “Outstanding Common Stock”) or (ii) the combined voting power of the then outstanding voting securities of Employer entitled to vote generally in the election of directors (the “Outstanding Voting Securities”); excluding, however, the following: (A) any acquisition directly from Employer (including without limitation any public offering), other than an acquisition by virtue of the exercise of a conversion privilege unless the security being so converted was itself acquired directly from Employer; (B) any acquisition by Employer; (C) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by Employer or any Person controlled by Employer; or (D) any acquisition by any Person pursuant to a transaction which complies with clauses (A), (B) and (C) of subsection (1) of this definition of “Corporate Change”); (2) the consummation of a reorganization, merger or consolidation or sale or other disposition of all or substantially all of the assets of Employer (a “Corporate Transaction”); excluding, however, such a Corporate Transaction pursuant to which (i) all or substantially all of the individuals and entities who are the beneficial owners, respectively, of the Outstanding Common Stock and Outstanding Voting Securities immediately prior to such Corporate Transaction will beneficially own, directly or indirectly, more than 50% of, respectively, the outstanding shares of common stock and the combined voting power of the then outstanding voting securities entitled to vote generally in the election of directors, as the case may be, of the entity resulting from such Corporate Transaction (including, without limitation, an entity which as a result of such transaction owns Employer or all or substantially all of the Employer’s notice.assets, either directly or through one or more subsidiaries) in substantially the same proportions as their ownership, immediately prior to such Corporate Transaction, of the Outstanding Common Stock and Outstanding Voting Securities, as the case may be, and (ii) no Person (other than Employer, any employee benefit plan (or related trust) sponsored or maintained by Employer, by any entity controlled by Employer, or by such entity resulting from such Corporate Transaction) will beneficially own, directly or indirectly, more than 50% of, respectively, the outstanding shares of common stock of the entity resulting from such Corporate Transaction or the combined voting power of the outstanding voting securities of such corporation entitled to vote generally in the election of directors, except to the extent that such ownership existed with respect to Employer prior to the Corporate Transaction or (3) the approval by the stockholders of Employer of a complete liquidation or dissolution of Employer, other than to a corporation pursuant to a transaction which would comply with clauses (i) and (ii) of subsection (2) of this definition of “Corporate Change,” assuming for this purpose that such transaction were a Corporate Transaction. Any such Corporate Change must also constitute a change in control as such phrase is defined in section 409A(a)(2)(A)(v) of the Internal Revenue Code of 1986, as amended (the “Code”) and the guidance issued thereunder, including consideration of all applicable attribution of ownership rules under section 318 of the Code to the extent required by any guidance under section 409A of the Code; or

Termination by Employee. In (a) Employee may terminate his employment under this Agreement at any time upon thirty (30) days notice to the event Employee terminates this AgreementCompany. Employee, at the request of the Company and for a period not to exceed such thirty (30) days as requested by the Company, shall continue to render his services in accordance with this Agreement and shall be obligated paid his regular salary plus performance bonuses and receive his normal benefits up to pay the Termination Date. (b) Employee that pro-rata portion may terminate his employment with the Company under this Agreement at any time for Good Reason (as defined below). Upon termination of his current semi-monthly Base Salary paymentthis Agreement pursuant to this Section 10(b), as adjusted for any increase theretoEmployee shall be entitled to receive, which is earned but (i) an amount equal to Employee’s annual salary accrued and unpaid as of the Termination Date, (ii) a pro rated portion of any earned but unpaid incentive compensationand all performance bonuses to which Employee would have been entitled as if Employee had remained employed by Company and achieved all goals and objectives under Section 4(c) for the year as well as the quarter in which such termination occurs, any accrued but unpaid paid time off (“PTO”iii) due salary, plus all performance bonuses to him through which Employee would have been entitled as if Employee had remained employed by Company and achieved all goals and objectives under Section 4(c) and all benefits for a period of six (6) months after the Termination Date Date, and any unreimbursed expenses. (iv) continue to provide Employee, at Company expense, with the same medical coverage Employee carried while an active employee for a period of six (6) months after the Termination Date, after which Employee will not be entitled to, nor will he receive, any type eligible under the provisions of severance payment, unless he has COBRA. All of the foregoing shall be payable in accordance with the Company’s then effective payroll schedule applicable to Employee. The term “Good Reason, ” means Employee’s resignation as defined below, to terminate this Agreement. If an Employee has Good Reason then he shall receive the severance outlined in subsection (B)(ii)(b) below addressing Termination by of the Company without Causeas a result of (i) the Company materially violating any of its material obligations to Employee under this Agreement or any other agreement with Employee, subject to its requirements for receipt of such payment. If Employee terminates (ii) a substantial change in Employee’s duties to which Employee does not consent, (iii) a decrease in Employee’s salary or performance bonuses to which Employee does not consent, or (iv) the Company failing to enter into a new employment pursuant to this subsection (B)(i), then agreement with the Company, at its option, may require Employee to cease providing services during the thirty (30) day notice period required therein; provided, however, for purposes days prior to the expiration of calculating payment upon termination under this Agreement, Employee on terms equal to or greater than the existing agreement. Such termination for Good Reason shall only be treated as effective if he was employed during such thirty (30) day period. “Good Reason” shall mean (1) a material involuntary reduction in Employee’s duties, authority, reporting responsibility or function by the Company, (2) a material reduction in Employee’s compensation package other than as mutually agreed, (3) Employee’s involuntary relocation to a principal place of work more than thirty (30) miles from Charlotte, North Carolina or (4) a material breach by the Company of its obligations hereunder, provided that, upon the occurrence of any of these acts or omissions, Employee gives the Company a minimum of 30 days’ written notice, provided that the occurrence of such violation shall have occurred within the 60 days preceding such notice of his belief and that he has Good Reason to terminate this Agreement and the Company fails shall have failed to cure such violation within thirty (30) business 30 days of after receipt of Employee’s such notice.

Termination by Employee. In The Employee may terminate the event Employee terminates Employee’s employment hereunder (x) at any time during the Employment Term for Good Reason (as defined below) or (y) during the Window Period (as defined below) Without Good Reason. For purposes of this Agreement, the Company “Window Period” shall be obligated to pay Employee that promean the 30-rata portion of his current semi-monthly Base Salary payment, as adjusted for any increase thereto, which is earned but unpaid as day period immediately following the first anniversary of the Termination Effective Date, any earned but unpaid incentive compensation, any accrued but unpaid paid time off (“PTO”) due to him through the Termination Date and any unreimbursed expenses. Employee will not be entitled to, nor will he receive, any type of severance payment, unless he has Good Reason, as defined below, to terminate this Agreement. If Employee has Good Reason then he shall receive the severance outlined in subsection (B)(ii)(b) below addressing Termination by the Company without Cause, subject to its requirements for receipt of such payment. If Employee terminates Employee’s employment pursuant to this subsection (B)(i), then the Company, at its option, may require Employee to cease providing services during the thirty (30) day notice period required therein; provided, however, for purposes of calculating payment upon termination under this Agreement, Employee shall be treated as if he was employed during such thirty (30) day period. “Good Reason” shall mean any of the following (1) a material involuntary reduction in without the Employee’s express written consent): (a) The assignment to the Employee of any duties inconsistent in any respect with the Employee’s position (including status, offices, titles and reporting requirements), duties, functions, responsibilities or authority as contemplated by Section 2.3 of this Agreement, or any other action by the Company that results in a diminution in such position, duties, functions, responsibilities or authority, reporting responsibility or function excluding for this purpose an isolated, insubstantial and inadvertent action not taken in bad faith and which is remedied by the Company promptly after receipt of notice thereof given by the Employee; (b) Any failure by the Company to comply with any of the provisions of Section 2.3 of this Agreement, other than an isolated, insubstantial and inadvertent action not taken in bad faith and which is remedied by the Company promptly after receipt of notice thereof given by the Employee; (c) The Company, (2) a material reduction in Employee’s compensation package requiring the Employee to be based at any office or location other than as mutually agreed, (3) Employeeprovided in Section 2.8 of this Agreement or the Company’s involuntary relocation requiring the Employee to travel on the Company’s or its affiliated companies’ business to a principal place substantially greater extent than during the three-year period immediately preceding the Effective Date; (d) Any failure by the Company to comply with and satisfy Section 8.1 of work more than thirty this Agreement; or (30e) miles from Charlotte, North Carolina or (4) a material breach Any purported termination by the Company of its obligations hereunder, provided that, upon the occurrence of any of these acts or omissions, Employee gives the Company notice of his belief that he has Good Reason to terminate this Agreement and the Company fails to cure within thirty (30) business days of receipt of Employee’s noticeemployment hereunder otherwise than as expressly permitted by this Agreement, and for purposes of this Agreement, no such purported termination shall be effective. For purposes of this Section 4.4, any good faith determination of “Good Reason” made by the Employee shall be conclusive.

Termination by Employee. In Employee may terminate his employment hereunder by providing Employer with a written notice of termination at least one hundred twenty (120) days prior to the event Employee terminates this Agreementeffective date of such termination in the case of a termination other than for Good Reason (as defined below) or sixty (60) days prior to the effective date of such termination in the case of a termination for Good Reason. As used herein, the Company "Good Reason" shall be obligated mean (a) a substantial adverse alteration in Employee's status, position or responsibilities, (b) a reduction in Employee's base salary or any failure to pay Employee that pro-rata portion any compensation or benefits to which he is entitled within five days after notice of his current semi-monthly Base Salary paymentsuch failure is given to Employer by Employee, as adjusted (c) the material breach by Employer of any of its agreements set forth in Sections 2, 5 and 6 hereof which continues unremedied for any increase theretoa period of thirty (30) days after receipt by the general partner of Employer of a written demand for performance by Employee, which is earned but unpaid as written demand specifically identifies in reasonable detail the manner in which Employee believes that Employer has not performed its obligations, (d) Employer requires Employee to be based at any place outside a 30-mile radius from Scottsdale, Arizona, except for reasonably required travel on business of the Termination Date, any earned but unpaid incentive compensation, any accrued but unpaid paid time off (“PTO”) due to him through the Termination Date Employer and any unreimbursed expenses. Employee will not be entitled to, nor will he receive, any type of severance payment, unless he has Good Reason, as defined below, to terminate this Agreement. If Employee has Good Reason then he shall receive the severance outlined in subsection (B)(ii)(b) below addressing Termination by the Company without Cause, subject to its requirements for receipt of such paymentaffiliates. If Employee terminates Employee’s employment pursuant to this subsection (B)(i), then the Company, at its option, may require Employee to cease providing services during the thirty (30) day notice period required therein; provided, however, Agreement for purposes of calculating payment upon termination under this AgreementGood Reason, Employee shall be treated as if he was employed during such thirty (30) day periodentitled to the payments and benefits provided for in Section 10(c). “If Employee terminates this Agreement without Good Reason” , Employer shall mean have no further obligation to Employee except to pay (1) a material involuntary reduction in Employee’s duties, authority, reporting responsibility or function by the Company, (2) a material reduction in Employee’s compensation package other than as mutually agreed, (3i) Employee’s involuntary relocation to a principal place 's salary earned but unpaid through the date of work more than thirty termination of this Agreement, and (30ii) miles from Charlotteall other employee benefits that were earned by Employee and had vested at the time of such termination, North Carolina or (4) a material breach by payable in accordance with the Company terms of its obligations hereunder, provided that, upon the occurrence of any of these acts or omissions, Employee gives the Company notice of his belief that he has Good Reason to terminate this Agreement and the Company fails to cure within thirty (30) business days of receipt of Employee’s noticeplans under which such benefits accrued.

Termination by Employee. In the event Employee terminates this Agreementhis employment other than for Good Reason, the Company shall be obligated to pay Employee that pro-rata portion of his current semi-monthly Base Salary payment, as adjusted for any increase thereto, which is earned but unpaid as of the Termination Date, any the annual incentive amounts (if any) earned but unpaid and payable under the terms of the AICP that have not been paid (which annual incentive compensationamounts shall be paid on or about the date incentive amounts are paid to other Company executives), any accrued but unpaid paid time off (“PTO”) due to him through the Termination Date and any unreimbursed expenses. expenses (collectively, the “Accrued Obligations”), and Employee will not be entitled to, nor will he receive, any type of severance payment, unless he has . If Employee terminates his employment for Good Reason, as defined below, to terminate this Agreement. If Employee has Good Reason then he shall receive the Accrued Obligations and the severance outlined payments set forth in subsection (B)(ii)(b) below addressing in the same amount as for a Termination by the Company without Cause, subject to its the requirements set forth therein for receipt of such paymentpayments, including execution of a Release. If Employee terminates Employee’s employment pursuant to this subsection (B)(i)employment, then the Company, at its option, may require Employee to cease providing services during the required thirty (30) day notice period required thereinperiod; provided, however, for purposes of calculating payment payments upon termination under this Agreementof employment, Employee shall be treated as if he was employed during such thirty (30) day period. For purposes of this Agreement, “Good Reason” shall mean (1) a material involuntary reduction in Employee’s duties, authority, reporting responsibility or function by the Company, (2) a material reduction in Employee’s compensation package other than as mutually agreedagreed upon by the Parties, (3) Employee’s involuntary relocation to a principal place of work more than thirty (30) miles from Charlotte, North Carolina Carolina, or (4) a material breach by the Company of its obligations hereunderunder this Agreement. Notwithstanding the foregoing, provided that, upon the occurrence of any of these acts or omissionsthe events described in the preceding sentence will not constitute Good Reason, unless Employee gives the Company written notice within thirty (30) days of his belief the initial occurrence of the event that he has Employee believes constitutes Good Reason to terminate this Agreement and his employment, the Company fails to cure any such event within thirty (30) business days of receipt of Employee’s notice, and the Employee resigns within thirty (30) days after the end of such thirty (30) day cure period.

Termination by Employee. In A. Employee may terminate his/her employment during the event Employee terminates term of this Agreement, Agreement upon thirty (30) days' Notice of Termination to the Company shall be obligated to pay Employee that pro-rata portion of his current semi-monthly Base Salary payment, as adjusted for any increase thereto, which is earned but unpaid as of the Termination Date, any earned but unpaid incentive compensation, any accrued but unpaid paid time off (“PTO”) due to him through the Termination Date and any unreimbursed expenses. Employee will not be entitled to, nor will he receive, any type of severance payment, unless he has Good Reason, as defined below, to terminate this Agreement. If Employee has Good Reason then he shall receive the severance outlined in subsection (B)(ii)(b) below addressing Termination by the Company without Cause, subject to its requirements for receipt of such paymentreason. If Employee terminates Employee’s his/her employment pursuant hereunder and such termination is made for any of the reasons listed in Section 11(B) (such reason(s) to this subsection (B)(ibe detailed in the Notice of Termination), then the Company, at its option, may require Employee to cease providing services during the thirty (30) day notice period required therein; provided, however, for purposes of calculating payment upon such termination under this Agreement, Employee shall be treated as if he was employed during such thirty deemed to have been done for good reason (30) day period. “"(Good Reason” "). B. Reasons constituting "Good Reason" shall mean be limited to: (1i) a material involuntary reduction in Employee’s duties, authority, reporting responsibility or function by the Company, (2) a material reduction in Employee’s compensation package other than as mutually agreed, (3) Employee’s involuntary relocation to a principal place of work more than thirty (30) miles from Charlotte, North Carolina or (4) a material Any breach by the Company of its obligations hereunderany material provision of this Agreement which has not been cured within ten (10) days after written notice detailing such non-compliance is given by Employee to the Company; (ii) Any demonstrable and material diminution of the base compensation, duties, responsibilities, authority or powers of Employee as they relate to any positions or offices held by Employee during the term of this Agreement; provided that Employee provides a reasonable description of any such diminution(s) and a statement that Employee finds, in good faith, such diminution to be a material diminution and that, upon the occurrence as such, he/she elects to terminate his/her employment hereunder for Good Reason; (iii) The failure of any of these acts or omissions, Employee gives the Company notice of his belief that he has Good Reason to terminate this Agreement include Employee in any Employee Benefit Plan or Incentive Compensation Plan for which Employee is properly eligible, including the failure to pay Employee the amount, if any, due and owing Employee pursuant to any such Employee Benefit Plan or Incentive Compensation Plan; (iv) Any requirement by the Company fails that Employee relocate his/her primary business office to cure within thirty a geographical area greater than fifty (3050) business days miles from the Company 's principal executive offices as existing on January 1, 1999, or if Employee is based in an office other than the Company's principal executive offices, fifty (50) miles from the Company's office where Employee is based as of receipt of Employee’s noticeJanuary 1, 1999.

Termination by Employee. In the event Employee terminates this Agreement, the Company shall be obligated to pay Employee that pro-rata portion of his current semi-monthly Base Salary payment, as adjusted Employee’s employment for any increase theretoreason, which is earned but unpaid as of whether or not during the Termination DateTerm, any earned but unpaid incentive compensation, any accrued but unpaid paid time off (“PTO”) due to him through the Termination Date and any unreimbursed expenses. Employee will whether or not be entitled to, nor will he receive, any type of severance payment, unless he has for Good Reason, Employee shall give the Company not less than sixty (60) days prior written notice of termination, provided the notice of Good Reason (as defined below, to terminate this Agreement. If Employee has Good Reason then he ) shall receive constitute notice of termination for purposes of the severance outlined in subsection sixty (B)(ii)(b) below addressing Termination by the Company without Cause, subject to its requirements for receipt of such payment. If Employee terminates Employee’s employment pursuant to this subsection (B)(i), then the Company, at its option, may require Employee to cease providing services during the thirty (3060) day notice period required therein; providedonly. Upon a termination of Employee’s employment with the Company under this Section 5(d), howeverthe effective date of termination shall be the date set forth in Employee’s resignation notice (assuming such date is in compliance with the notice provisions of this Section 5(d)) or an earlier date as determined by the Company after the Company’s receipt of such notice, for in its sole discretion, but not earlier than the date on which the Company learned of Employee’s decision to terminate Employee’s employment. For purposes of calculating payment upon termination under this Agreement, Employee shall be treated as if he was employed during such thirty (30) day period. “Good Reason” shall mean the occurrence of any of the following, without Employee’s consent, that is not cured by the Company within thirty (130) days of the Company’s receipt of Employee’s written notice that the occurrence constitutes Good Reason: (i) a material involuntary reduction in of Employee’s position, duties, authority, reporting responsibility or function by responsibilities with the Company, (2ii) a material reduction in of Employee’s compensation package Base Salary provided in Section 3(a) of this Agreement, other than as mutually agreeda reduction which is generally applicable to all executives of the Company, (3) Employee’s involuntary relocation to a principal place of work more than thirty (30) miles from Charlotte, North Carolina or (4iii) a material breach by Company of this Agreement; or (iv) requiring Employee to move or relocate Employee’s primary place of employment or relocation of the Company’s headquarters more than seventy-five (75) miles from the then current place of employment or headquarters; provided that (A) any resignation for Good Reason must be made within sixty (60) days of the occurrence set forth in (i) - (iv) above and (B) any resignation by Employee while the Company has “Cause” for termination of its obligations hereunder, provided that, upon Employee shall not be considered to be a resignation without Good Reason. Employee shall not have the occurrence of any of these acts or omissions, Employee gives the Company notice of his belief that he has right to terminate Employee’s employment for Good Reason to terminate this Agreement unless Employee actually terminates employment within ninety (90) days following receipt of, and the Company fails to cure within thirty (30) business days of receipt of in accordance with, Employee’s written notice.

Termination by Employee. In the event Employee terminates Notwithstanding any other provisions of this Agreement, Employee shall have the Company right to terminate the employment relationship under this Agreement at any time for any of the following reasons: (i) A breach by Employer of any material provision of this Agreement or the occurrence of a “Constructive Termination Event,” which shall be obligated defined as (a) the material failure by the Employer to pay Employee that pro-rata portion of his current semi-monthly Base Salary payment, the Employee’s compensation as adjusted for any increase thereto, which is earned but unpaid as provided in this Agreement or a material diminution of the Termination Employee’s base salary or incentive compensation targets, (b) relocation without the Employee’s prior written consent of the Employee’s primary employment location to a location that is more than 50 miles from the location to which he was required to report on the Effective Date, (c) a material diminution in the Employee’s position, duties, responsibilities, reporting status, or authority, without the Employee’s prior written consent, or (d) if the Employee is requested to perform any earned but unpaid incentive compensationillegal activity or to sign-off on any materially inappropriate financial statement or acknowledgement, any accrued but unpaid paid time off (“PTO”) due to him through the Termination Date and any unreimbursed expenses. Employee will not be entitled to, nor will he receive, any type of severance payment, unless he has Good Reason, as defined below, except that before exercising his right to terminate this Agreement. If Employee has Good Reason then he shall receive the severance outlined in subsection (B)(ii)(b) below addressing Termination by the Company without Cause, subject to its requirements for receipt of such payment. If Employee terminates Employee’s employment relationship pursuant to any of the provisions of this subsection (B)(ii), then the Company, at its option, may require Employee must first give written notice to cease providing services during the Employer’s Board of Directors of the circumstances purportedly giving rise to his right to so terminate within 90 days of the initial existence of the Constructive Termination Event and must provide the Employer with a minimum thirty (30) day notice period required thereindays to correct the problem, unless correction is inherently impossible; provided, however, for purposes that in the event of calculating payment upon termination a Corporate Change (as defined below) in which Employer either ceases to exist and its successor does not succeed to Employer’s obligations under this AgreementAgreement by operation of law or Employer has sold or otherwise disposed of substantially all its assets, if Employer’s successor assumes in writing Employer’s obligations under this Agreement effective as of the date of such Corporate Change, Employee shall not be treated as if he was employed during such thirty (30entitled to resign for the reasons described in Section 3.3(i) day period. “Good Reason” shall mean (1or 3.3(ii) a material involuntary reduction and receive the compensation and benefits described in Employee’s duties, authority, reporting responsibility or function by the Company, (2) a material reduction in Employee’s compensation package other than as mutually agreed, (3) Employee’s involuntary relocation to a principal place of work more than thirty (30) miles from Charlotte, North Carolina or (4) Section 3.5 without a material breach by such successor of this Agreement or a Constructive Termination Event or “Compensation Reduction” (as defined below) occurring upon or following such Corporate Change. Any termination of employment under this Section 3.3(i) must occur not later than two years following the Company initial existence of its obligations hereunder, provided that, upon the Constructive Termination Event. (ii) The involuntary material reduction of Employee’s base salary or incentive compensation targets (other than a reduction in such targets applied consistently to the Company’s other executive officers that is designed to account for changes in relative EPS projections as a result of such Corporate Change) within six (6) months after the occurrence of any of these acts Corporate Change (defined below) (a “Compensation Reduction”) that is not cured by Employer or omissionsits successor, Employee gives the Company notice of his belief that he has Good Reason to terminate this Agreement and the Company fails to cure as applicable, within thirty (30) business days of receipt receiving detailed written notice of such event from Employee, which notice must be provided within 90 days of the initial existence of such Compensation Reduction. Any termination of employment under this Section 3.3(ii) must occur not later than two years following the initial existence of the Compensation Reduction. A “Corporate Change” shall mean the first to occur of any of the following events: (1) an acquisition by any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) (each, a “Person”) of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of 50% or more of either: (i) the then outstanding shares of common stock of Employer (the “Outstanding Common Stock”) or (ii) the combined voting power of the then outstanding voting securities of Employer entitled to vote generally in the election of directors (the “Outstanding Voting Securities”); excluding, however, the following: (A) any acquisition directly from Employer (including without limitation any public offering), other than an acquisition by virtue of the exercise of a conversion privilege unless the security being so converted was itself acquired directly from Employer; (B) any acquisition by Employer; (C) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by Employer or any Person controlled by Employer; or (D) any acquisition by any Person pursuant to a transaction which complies with clauses (A), (B) and (C) of subsection (1) of this definition of “Corporate Change”); (2) the consummation of a reorganization, merger or consolidation or sale or other disposition of all or substantially all of the assets of Employer (a “Corporate Transaction”); excluding, however, such a Corporate Transaction pursuant to which (i) all or substantially all of the individuals and entities who are the beneficial owners, respectively, of the Outstanding Common Stock and Outstanding Voting Securities immediately prior to such Corporate Transaction will beneficially own, directly or indirectly, more than 50% of, respectively, the outstanding shares of common stock and the combined voting power of the then outstanding voting securities entitled to vote generally in the election of directors, as the case may be, of the entity resulting from such Corporate Transaction (including, without limitation, an entity which as a result of such transaction owns Employer or all or substantially all of the Employer’s notice.assets, either directly or through one or more subsidiaries) in substantially the same proportions as their ownership, immediately prior to such Corporate Transaction, of the Outstanding Common Stock and Outstanding Voting Securities, as the case may be, and (ii) no Person or group (other than Employer, any employee benefit plan (or related trust) sponsored or maintained by Employer, by any entity controlled by Employer, or by such entity resulting from such Corporate Transaction) will beneficially own, directly or indirectly, more than 50% of, respectively, the outstanding shares of common stock of the entity resulting from such Corporate Transaction or the combined voting power of the outstanding voting securities of such corporation entitled to vote generally in the election of directors, except to the extent that such ownership existed with respect to Employer prior to the Corporate Transaction or (3) the approval by the stockholders of Employer of a complete liquidation or dissolution of Employer, other than to a corporation pursuant to a transaction which would comply with clauses (i) and (ii) of subsection (2) of this definition of “Corporate Change,” assuming for this purpose that such transaction were a Corporate Transaction. Any such Corporate Change must also constitute a change in control as such phrase is defined in section 409A(a)(2)(A)(v) of the Internal Revenue Code of 1986, as amended (the “Code”) and the guidance issued thereunder, including consideration of all applicable attribution of ownership rules under section 318 of the Code to the extent required by any guidance under section 409A of the Code; or

Termination by Employee. In Any other provision of the event Employee terminates this AgreementAgreement to the contrary notwithstanding, the Employee shall have the right, in his sole discretion, exercisable by providing written notice to the Company shall be obligated to pay Employee that pro-rata portion of his current semi-monthly Base Salary payment, as adjusted for any increase thereto, which is earned but unpaid as of the Termination Date, any earned but unpaid incentive compensation, any accrued but unpaid paid time off (“PTO”) due to him through the Termination Date and any unreimbursed expenses. Employee will not be entitled to, nor will he receive, any type of severance payment, unless he has Good Reason, as defined set forth below, to terminate this AgreementAgreement upon the occurrence of the following events: (a) A material diminution in the authority, duties, and/or activities of the Employee hereunder. (b) A change in control of the Company. If Such change in control shall be conclusively determined to have occurred whenever more than fifty percent (50%) of the stock of the Company has been sold, or whenever a change in the membership of a majority of the Board of Directors of the Company (as such membership is constituted in the Effective Date) shall have occurred for any reason whatsoever. In such event Employee has Good Reason then he shall, in his sole discretion, provide Company with his written notice of resignation to be effective immediately upon receipt by Company, whereupon Employee shall receive the severance outlined in subsection (B)(ii)(b) below addressing Termination cease to be employed by the Company without Cause, subject and both parties shall be relieved of further responsibility or liability to its requirements for the other under this Agreement. Upon receipt of such paymentnotice of resignation, Company shall promptly pay to Employee by certified check, wire-transfer funds or other form of payment reasonably acceptable to Employee, a lump sum amount equal to eighteen (18) months salary of the Employee at such compensation rate as is then in effect under the terms of this Agreement and any extension or renewal thereof (the "Payment"). If Employee terminates The Payment shall not have deducted from it any charges, expenses, debts, set-offs or other deductions of any kind whatsoever except for required taxes. Employee’s employment pursuant to this subsection (B)(i), then the Company, at its option, may require Employee to cease providing services during the thirty (30) day notice period required therein's Option shall remain in full force and effect; provided, however, for purposes that upon such termination any portion of calculating payment the Option that is not vested at the time of such termination shall immediately become fully vested upon termination under this Agreement, Employee shall be treated as if he was employed during such thirty (30) day period. “Good Reason” shall mean (1) a material involuntary reduction in Employee’s duties, authority, reporting responsibility or function by the Company, (2) a material reduction in Employee’s compensation package other than as mutually agreed, (3) Employee’s involuntary relocation to a principal place of work more than thirty (30) miles from Charlotte, North Carolina or (4) a material breach by the Company of its obligations hereunder, provided that, upon the occurrence of any of these acts or omissions, Employee gives the Company notice of his belief that he has Good Reason to terminate this Agreement and the Company fails to cure within thirty (30) business days of receipt of Employee’s noticetermination.

Termination by Employee. Employee may terminate Employee's employment hereunder at any time, for Good Reason or without Good Reason, effective upon the date designated by Employee in written notice of the termination of his employment hereunder pursuant to this Section 9A. For purposes of this Agreement, Good Reason shall mean the failure by the Company to pay in a timely manner base salary or any other material form of compensation or material Benefit to be paid or provided to Employee which failure is not cured within ten (10) business days after notice to Company. In the event of a termination of Employee's employment hereunder pursuant to this Section 9A, this Agreement shall terminate effective upon receipt by Company of Employee's notice of termination. In such event, Employee's rights to compensation and benefits hereunder shall terminate as of the date of termination, except that Employee terminates shall be entitled to the accrued and unpaid base salary, employee benefits (including expense reimbursement) as provided herein ("Benefits") and other forms of compensation and bonus payable herein ("Other Compensation") up through the date of termination. In addition, solely if such termination is for Good Reason and provided Employee signs Company's standard form termination letter as provided for in Section 10 below, Employee shall be entitled to receive (i) severance in an amount equal to the Employee's base salary, and (ii) medical and dental coverage on terms and conditions comparable to those most recently provided to the Employee pursuant to this Agreement, both for the period of twelve (12) months commencing upon the date of such termination. Except as specifically set forth in this Section 9A, all base salary, Benefits and Other Compensation shall cease at the time of such termination, subject to the terms of any benefit or compensation plan then in force and applicable to Employee. Except as specifically set forth in this Section 9A, the Company shall be obligated have no liability or obligation to pay Employee that pro-rata portion of his current semi-monthly Base Salary payment, as adjusted for or any increase thereto, which is earned but unpaid as of the Termination Date, any earned but unpaid incentive compensation, any accrued but unpaid paid time off (“PTO”) due to other person claiming under or through him through the Termination Date and any unreimbursed expenses. Employee will not be entitled to, nor will he receive, any type of severance payment, unless he has Good Reason, as defined below, to terminate this Agreement. If Employee has Good Reason then he shall receive the severance outlined in subsection (B)(ii)(b) below addressing Termination by the Company without Cause, subject to its requirements for receipt reason of such payment. If Employee terminates Employee’s employment pursuant to this subsection (B)(i), then the Company, at its option, may require Employee to cease providing services during the thirty (30) day notice period required therein; provided, however, for purposes of calculating payment upon termination under this Agreement, Employee shall be treated as if he was employed during such thirty (30) day period. “Good Reason” shall mean (1) a material involuntary reduction in Employee’s duties, authority, reporting responsibility or function by the Company, (2) a material reduction in Employee’s compensation package other than as mutually agreed, (3) Employee’s involuntary relocation to a principal place of work more than thirty (30) miles from Charlotte, North Carolina or (4) a material breach by the Company of its obligations hereunder, provided that, upon the occurrence of any of these acts or omissions, Employee gives the Company notice of his belief that he has Good Reason to terminate this Agreement and the Company fails to cure within thirty (30) business days of receipt of Employee’s noticetermination.

Termination by Employee. In Employee may, upon giving the event Employee terminates Company no less than 30 days’ advance written notice, terminate Employee’s employment without Good Reason or for Good Reason. For purposes of this Agreement, the Company shall be obligated to pay Employee that pro-rata portion of his current semi-monthly Base Salary payment, as adjusted for any increase thereto, which is earned but unpaid as of the Termination Date, any earned but unpaid incentive compensation, any accrued but unpaid paid time off (“PTO”) due to him through the Termination Date and any unreimbursed expenses. Employee will not be entitled to, nor will he receive, any type of severance payment, unless he has Good Reason, as defined below, to terminate this Agreement. If Employee has Good Reason then he shall receive the severance outlined in subsection (B)(ii)(b) below addressing Termination by the Company without Cause, subject to its requirements for receipt of such payment. If Employee terminates Employee’s employment pursuant to this subsection (B)(i), then the Company, at its option, may require Employee to cease providing services during the thirty (30) day notice period required therein; provided, however, for purposes of calculating payment upon termination under this Agreement, Employee shall be treated as if he was employed during such thirty (30) day period. term “Good Reason” shall mean mean, without the express written consent of Employee, the occurrence of one of the following arising on or after the Effective Date, as determined in a manner consistent with Treasury Regulation § 1.409A-1(n)(2)(ii): (1) a material involuntary reduction in Employee’s duties, authority, reporting responsibility or function by the Company, (2i) a material reduction in Employee’s compensation package other than as mutually agreedbase compensation, (3ii) a material diminution in Employee’s involuntary authority, duties or responsibilities, (iii) a permanent relocation in the geographic location at which Employee must perform services to a principal place of work location more than thirty (30) 50 miles from Charlottethe location at which Employee normally performed services immediately before the relocation; (iv) a material reduction in the authority, North Carolina duties, or responsibilities of the person to whom Employee reports; or (4v) any other action or inaction that constitutes a material breach by the Company of this Agreement. Neither a transfer of employment among the Company and any of its obligations hereunderAffiliates nor the Company or an Affiliate entering into a co-employer relationship with a personnel services organization constitutes Good Reason. In the case of Employee’s allegation of Good Reason, provided that, upon (A) Employee shall provide notice to the Company of the event alleged to constitute Good Reason within 60 days after the occurrence of any such event, and (B) the Company shall have the opportunity to remedy the alleged Good Reason event within 30 days from receipt of these acts or omissionsnotice of such allegation. If not remedied within that 30-day period, Employee gives may submit a Notice of Termination pursuant to Section 5(e), provided that the Company notice Notice of his belief Termination must be given no later than 100 days after the expiration of such 30 day period; otherwise, Employee is deemed to have accepted such event, or the Company’s remedy of such event, that he has may have given rise to the existence of Good Reason; provided, however, such acceptance shall be limited to the occurrence of such event and shall not waive Employee’s right to claim Good Reason with respect to terminate this Agreement and the Company fails to cure within thirty (30) business days of receipt of Employee’s noticefuture similar events.

Termination by Employee. In the event Employee terminates this Agreement, the Company shall be obligated to pay Employee that pro-rata portion of his her current semi-monthly Base Salary payment, as adjusted for any increase thereto, which is earned but unpaid as of the Termination Date, any earned but unpaid incentive compensation, any accrued but unpaid paid time off (“PTO”) due to him her through the Termination Date and any unreimbursed expenses. Employee will not be entitled to, nor will he she receive, any type of severance payment, unless he she has Good Reason, as defined below, to terminate this Agreement. If Employee has Good Reason then he she shall receive the severance outlined in subsection (B)(ii)(b) below addressing Termination by the Company without Cause, subject to its requirements for receipt of such payment. If Employee terminates Employee’s employment pursuant to this subsection (B)(i), then the Company, at its option, may require Employee to cease providing services during the thirty (30) day notice period required therein; provided, however, for purposes of calculating payment upon termination under this Agreement, Employee shall be treated as if he she was employed during such thirty (30) day period. “Good Reason” shall mean (1) a material involuntary reduction in Employee’s duties, authority, reporting responsibility or function by the Company, (2) a material reduction in Employee’s compensation package other than as mutually agreed, (3) Employee’s involuntary relocation to a principal place of work more than thirty (30) miles from Charlotte, North Carolina or (42) a material breach by the Company of its obligations hereunder, provided that, upon the occurrence of any of these acts or omissions, Employee gives the Company notice of his her belief that he she has Good Reason to terminate this Agreement and the Company fails to cure within thirty (30) business days of receipt of Employee’s notice.

Termination by Employee. In (a) The Employee shall at all times have the event right, by written notice not less than 30 days prior to the termination date, to terminate the Term of Employment. (b) Upon termination of the Term of Employment pursuant to this Section 5.5 by the Employee terminates without Good Reason (as defined below), the Company shall: (i) pay to the Employee any unpaid Base Salary through the date of termination of the Term of Employment specified in such notice; and (ii) pay to the Employee the accrued but unpaid Incentive Compensation, if any, for any Bonus Period ending on or before the date of termination of the Term of Employment. Upon any termination effected and compensated pursuant to this AgreementSection 5.5(b), the Company shall be obligated have no further liability hereunder (other than for reimbursement for reasonable business expenses incurred prior to pay Employee that pro-rata portion the date of his current semi-monthly Base Salary paymenttermination, as adjusted for any increase theretosubject, which is earned but unpaid as however, to the provisions of Section 4.1). (c) Upon termination of the Termination Date, any earned but unpaid incentive compensation, any accrued but unpaid paid time off (“PTO”) due Term of Employment pursuant to him through this Section 5.5 by the Termination Date and any unreimbursed expenses. Employee will not be entitled to, nor will he receive, any type of severance payment, unless he has for Good Reason, as defined belowthe Company shall pay to the Employee the same amounts, and shall continue or compensate for Benefits in the same amounts, that would have been payable or provided by the Company to terminate the Employee under Section 5.4 of this Agreement. If Employee has Good Reason then he shall receive Agreement if the severance outlined in subsection (B)(ii)(b) below addressing Termination Term of Employment had been terminated by the Company without Cause, subject to its requirements for receipt of such payment. If Employee terminates Employee’s employment Upon any termination effected and compensated pursuant to this subsection (B)(iSection 5.5(c), then the CompanyCompany shall have no further liability hereunder (other than for reimbursement for reasonable business expenses incurred prior to the date of termination, at its option, may require Employee to cease providing services during the thirty (30) day notice period required therein; providedsubject, however, for to the provisions of Section 4.1). (d) For purposes of calculating payment upon termination under this Agreement, Employee shall be treated as if he was employed during such thirty (30) day period. “Good Reason” shall mean (1i) a material involuntary reduction the assignment to the Employee of any duties inconsistent in any respect with the Employee’s dutiesposition, authority, reporting responsibility duties or function responsibilities as contemplated by Section 1.2 of this Agreement, or any other action by the Company, (2) Company which results in a material reduction diminution in such position, authority, duties or responsibilities, excluding for this purpose an isolated, insubstantial and inadvertent action not taken in bad faith and which is remedied by the Company promptly after receipt of notice thereof given by the Employee; (ii) any failure by the Company to comply with any of the provisions of Article 3 of this Agreement, other than an isolated, insubstantial and inadvertent failure not occurring in bad faith and which is remedied by the Company promptly after receipt of notice thereof given by the Employee; (iii) the Company’s requiring the Employee to be based at any office or location outside of the Orlando metropolitan area, except for travel reasonably required in the performance of the Employee’s compensation package other than as mutually agreed, responsibilities; and (3iv) Employee’s involuntary relocation to a principal place of work more than thirty (30) miles from Charlotte, North Carolina or (4) a material breach any purported termination by the Company of its obligations hereunder, provided that, upon the occurrence of any of these acts or omissions, Employee gives the Company notice of his belief that he has Good Reason to terminate this Agreement and the Company fails to cure within thirty (30) business days of receipt of Employee’s noticeemployment otherwise than for Cause pursuant to Section 5.1, or by reason of the Employee’s disability pursuant to Section 5.2 of this Agreement, prior to the Expiration Date.

Termination by Employee. In the event As provided in Section 3, Employee terminates this Agreement, the Company shall be obligated to pay Employee that pro-rata portion of his current semi-monthly Base Salary payment, as adjusted may resign Employee’s employment with XOMA at any time and for any increase thereto, which is earned but unpaid as of the Termination Date, any earned but unpaid incentive compensation, any accrued but unpaid paid time off (“PTO”) due to him through the Termination Date and any unreimbursed expensesreason. Employee will not be entitled to, nor will he receive, to any type of the severance paymentbenefits set forth in Section 8 if Employee resigns, unless he has such resignation is for Good Reason, as defined below, to terminate this Agreement. If Employee has Good Reason then he shall receive the severance outlined in subsection (B)(ii)(b) below addressing Termination by the Company without Cause, subject to its requirements for receipt of such payment. If Employee terminates Employee’s employment pursuant to this subsection (B)(i), then the Company, at its option, may require Employee to cease providing services during the thirty (30) day notice period required therein; provided, however, for For purposes of calculating payment upon termination under this Agreement, Employee Executive shall be treated as if he was employed during such thirty (30) day period. have “Good Reason” shall mean (1) a material involuntary reduction in for resignation from employment with XOMA if any of the following actions are taken by XOMA without Employee’s duties, authority, reporting responsibility or function by the Company, prior written consent: (2i) a material reduction in Employee’s compensation package other than as mutually agreedBase Salary, unless pursuant to a salary reduction program applicable generally to XOMA’s senior employees; (3ii) a material reduction in Employee’s involuntary duties (including responsibilities and/or authorities), provided, however, that a change in job position (including a change in title) shall not be deemed a “material reduction” in and of itself unless Employee’s new duties are materially reduced from the prior duties; (iii) relocation to a of Employee’s principal place of work employment to a place that increases Employee’s one-way commute by more than thirty (30) miles from Charlotteas compared to Employee’s then-current principal place of employment immediately prior to such relocation, North Carolina or (4iv) a any other material breach by of this Agreement, including, but not limited to, a breach of Section 12 of this Agreement. In order for Employee to resign for Good Reason, each of the Company of its obligations hereunder, provided that, upon following requirements must be met: (A) Employee must provide written notice to the Board within ninety (90) days after the first occurrence of any the event giving rise to Good Reason setting forth the basis for Employee’s resignation, (B) Employee must allow XOMA at least sixty (60) days from receipt of these acts or omissionssuch written notice to cure such event, (C) such event is not reasonably cured by XOMA within such sixty (60) day period (the “Cure Period”), and (D) Employee must resign from all positions Employee then holds with XOMA not later than one hundred eighty (180) days following the first occurrence of the event giving rise to Good Reason. If Employee resigns for Good Reason, Employee gives shall be entitled to the Company notice of his belief that he has Good Reason to terminate this Agreement and the Company fails to cure within thirty (30) business days of receipt of Employee’s noticeseverance benefits set forth in Section 8.

Termination by Employee. In (a) The Employee shall at all times have the event right to terminate the Term of Employment by written notice to the Company not less than 30 days prior to the Termination Date; provided, however, that the Employee terminates shall not have such right to terminate the Term of Employment for other than Good Reason (as defined below) prior to the expiration of the Initial Term. (b) Upon termination of the Term of Employment pursuant to this AgreementSection 5.05 by the Employee for other than Good Reason, the Company shall: (i) immediately pay to the Employee any unpaid Base Salary through the Termination Date specified in such notice; and (ii) pay to the Employee his Termination Year Bonus, if any, at the time provided in Section 3.02; provided, however, that, in addition to any other rights or remedies the Company may have for breach of contract or otherwise, the Company shall be obligated have no obligation to pay to the Employee that pro-rata portion his Termination Year Bonus if the Employee terminates the Term of his current semi-monthly Base Salary paymentEmployment for other than Good Reason prior to the expiration of the Initial Term. Upon any termination effected and compensated pursuant to this Section 5.05, as adjusted the Company shall have no further liability hereunder (other than for any increase thereto, which is earned but unpaid as of reimbursement for reasonable business expenses incurred prior to the Termination Date, any earned but unpaid incentive compensationsubject, any accrued but unpaid paid time off however, to the provisions of Section 4.01). (“PTO”c) due Upon termination of the Term of Employment pursuant to him through this Section 5.05 by the Termination Date and any unreimbursed expenses. Employee will not be entitled to, nor will he receive, any type of severance payment, unless he has for Good Reason, as defined belowthe Company shall pay to the Employee the same amounts (and at such times), and shall continue to terminate compensate for Benefits in the same amounts, that would have been payable or provided by the Company to the Employee under Section 5.04 of this Agreement. If Employee has Good Reason then he shall receive Agreement if the severance outlined in subsection (B)(ii)(b) below addressing Termination Term of Employment had been terminated by the Company without Cause, subject to its requirements for receipt of such payment. If Employee terminates Employee’s employment Upon any termination effected and compensated pursuant to this subsection Section 5.05, the Company shall have no further liability hereunder (B)(i)other than for reimbursement for reasonable business expenses incurred prior to the Termination Date, then the Company, at its option, may require Employee to cease providing services during the thirty (30) day notice period required therein; providedsubject, however, for to the provisions of Section 4.01). (d) For purposes of calculating payment upon termination under this Agreement, Employee shall be treated as if he was employed during such thirty (30) day period. “"Good Reason” " shall mean mean: (1i) a the assignment to the Employee of any duties inconsistent in any material involuntary reduction in respect with the Employee’s duties's position (including status, offices, titles and reporting requirements), authority, reporting responsibility duties or function responsibilities as contemplated by Section 1.02 of this Agreement, excluding for this purpose an isolated, insubstantial and inadvertent action not taken in bad faith and which is remedied by the CompanyCompany promptly after receipt of notice thereof given by the Employee; (ii) any failure by the Company to comply with any of the provisions of Article 3 of this Agreement, (2) a material reduction in Employee’s compensation package other than as mutually agreedan isolated, insubstantial and inadvertent failure not occurring in bad faith and which is remedied by the Company promptly after receipt of notice thereof given by the Employee; or (3iii) Employee’s involuntary relocation unless the Employee otherwise agrees, the Company's requiring the Employee to a principal place be based at any office or location outside of work more than thirty twenty-five (3025) miles from Charlottethe Company's main facility located at 4365 Arnold Avenue, North Carolina or (4) a material breach by Naples, Flxxxxx, xxxxxx xxx travel reasonably required in the Company performance of its obligations hereunder, provided that, upon the occurrence of any of these acts or omissions, Employee gives the Company notice of his belief that he has Good Reason to terminate this Agreement and the Company fails to cure within thirty (30) business days of receipt of Employee’s notice's responsibilities.

Termination by Employee. Employee may terminate employment under this Agreement for Good Reason. For purposes of this Agreement, Good Reason shall include (i) C3D's failure to pay salary and/or compensation and/or benefits as provided in this Agreement, or (ii) the repeated failure by C3D to timely reimburse Employee for expenses properly incurred on C3D's behalf, or (iii) a material change or diminution in Employee's position and/or duties or responsibilities contrary to the terms of this Agreement, or (iv) fails to timely issue stock upon exercise of Employee's options. Before terminating employment for Good Reason, Employee shall provide C3D not less than Ten (10) business days' advance written notice of intention do so and as to the nature of the Good Reason, and opportunity to cure such Good Reason. In the event Employee terminates resigns for Good Reason, the Options granted pursuant to the Primary Grant and Additional Grant shall continue to vest and be exercisable, however the Options granted pursuant to the Secondary Grant shall only vest on a pro rata basis to the extent Employee has achieved part or all of the goals set forth in Exhibit A to this Agreement, all other options under the Company Secondary Grant shall be obligated forfeited and shall not vest and/or be exercisable under any circumstance. A determination as to pay the extent that Employee that prohas achieved part or all of the goals set forth in Exhibit A hereto, if at all, shall be made solely by and in the reasonable and good-rata portion faith discretion of his current semi-monthly Base Salary payment, as adjusted C3D's Board of Directors. In the event Employee resigns for any increase thereto, which is earned but unpaid as of the Termination Date, any earned but unpaid incentive compensation, any accrued but unpaid paid time off (“PTO”) due to him through the Termination Date and any unreimbursed expenses. Employee will not be entitled to, nor will he receive, any type of severance payment, unless he has reason other than Good Reason, as defined below, to terminate this Agreement. If Employee has such resignation shall be deemed a "Good Reason then he shall receive the severance outlined in subsection (B)(ii)(b) below addressing Termination by the Company without Cause, subject to its requirements " basis for receipt of such payment. If Employee terminates terminating Employee’s 's employment pursuant to this subsection (B)(i), then the Company, at its option, may require Employee to cease providing services during the thirty (30) day notice period required therein; provided, however, for purposes of calculating payment upon termination under this Agreement, Employee shall be treated as if he was employed during such thirty (30) day period. “Good Reason” shall mean (1) a material involuntary reduction in Employee’s duties, authority, reporting responsibility or function by the Company, (2) a material reduction in Employee’s compensation package other than as mutually agreed, (3) Employee’s involuntary relocation to a principal place of work more than thirty (30) miles from Charlotte, North Carolina or (4) a material breach by the Company of its obligations hereunder, provided that, upon the occurrence of any of these acts or omissions, Employee gives the Company notice of his belief that he has Good Reason to terminate this Agreement and the Company fails to cure within thirty (30) business days of receipt of Employee’s noticeArticle 4.4 herein.

Termination by Employee. In Employee may terminate her employment hereunder (i) for Good Reason (as defined below) or (ii) if her health should become impaired to an extent that makes her continued performance of her duties hereunder hazardous to her physical or mental health or her life, provided that Employee shall have furnished the event Company with a written statement from a qualified doctor to such effect and provided, further, that, at the Company's request, Employee terminates shall submit to an examination by a doctor selected by the Company and such doctor shall have concurred in the conclusion of Employee's doctor. For purposes of this Agreement, "Good Reason" shall mean (i) a change in control of the Company (as defined below), (ii) a management change in control of the Company (as defined below), (iii) a failure by the Company to comply with any material provision of this Agreement which has not been cured within ten days after notice of such noncompliance has been given by Employee to the Company, or (iv) any purported termination of Employee's employment which is not effected pursuant to a Notice of Termination satisfying the requirements of Section 10(e) (and for purposes of this Agreement no such purported termination shall be effective). For purposes of this Agreement, a "change in control" of the Company shall be obligated to pay Employee that pro-rata portion of his current semi-monthly Base Salary payment, as adjusted for mean any increase thereto, which is earned but unpaid as of the Termination Datefollowing, any earned but unpaid incentive compensationonly if not approved by the Board, any accrued but unpaid paid time off (“PTO”i) due a change in control of a nature that would be required to him through be reported in response to Item 1(a) of Current Report on Form 8-K pursuant to Section 13 or 15(d) of the Termination Date Securities Exchange Act of 1934 (the "Exchange Act"), other than a change of control resulting in control by Jerome Feldman, Scott Greenberx xx Xxxxxxxx or x xxxxx xxxxxxing Jerome Feldman, Scott Greenberx xx Xxxxxxxx, (xx) xxx "xxxxxx" (as such term is used in Sections 13(d) and any unreimbursed expenses. Employee will not be entitled to14(d) of the Exchange Act), nor will he receiveother than Jerome Feldman, any type of severance paymentScott Greenberx xx Xxxxxxxx or x xxxxx xxxxxxing Jerome Feldman, unless he has Good ReasonScott Greenberx xx Xxxxxxxx, ix xx xxxxxxx xxe "beneficial owner" (as defined belowin Rule 13d-3 under the Exchange Act), to terminate this Agreement. If Employee has Good Reason then he shall receive the severance outlined in subsection (B)(ii)(b) below addressing Termination by directly or indirectly, of securities of the Company without Causerepresenting 20% or more of the combined voting power of the Company's then outstanding securities, subject to (iii) the Company and its requirements for receipt affiliates owning less than a majority of such payment. If Employee terminates Employee’s employment pursuant to this subsection the voting stock of General Physics Corporation (B)(i"GPC"), then (iv) the sale of all or substantially all of the assets of GPC, or (v) at any time when there has not been a management change of control of the Company, individuals who were either nominated for election by the Board or were elected by the Board cease for any reason to constitute at its option, may require Employee to cease providing services during least a majority of the thirty (30) day notice period required therein; provided, however, for Board. For purposes of calculating payment upon termination under this Agreement, Employee shall be treated as if he was employed during such thirty (30) day period. “Good Reason” a "management change in control" of the Company shall mean either of the following (1i) an event that would have constituted a change of control of the Company if it had not been approved by the Board or (ii) a material involuntary reduction change in Employee’s duties, authority, reporting responsibility or function by the Company, (2) a material reduction in Employee’s compensation package other than as mutually agreed, (3) Employee’s involuntary relocation to a principal place control of work more than thirty (30) miles from Charlotte, North Carolina or (4) a material breach by the Company of its obligations hereundera nature that would be required to be reported in response to Item 1(a) of Current Report on Form 8-K pursuant to Section 13 or 15(d) of the Exchange Act, provided thatresulting in control by a buy-out group including Jerome Feldman or Greenberg bux xxx Xxxxxxxx. Fox xxxxxxxs of the foregoing definitions, upon a group shall not be deemed to include Employee if she declines the occurrence of any of these acts or omissions, Employee gives the Company notice of his belief that he has Good Reason opportunity to terminate this Agreement and the Company fails to cure within thirty (30) business days of receipt of Employee’s noticejoin such group.

Termination by Employee. In the event Employee terminates this Agreement, the Company shall be obligated to pay Employee that pro-rata portion of his current semi-monthly Base Salary payment, as adjusted for any increase thereto, which is earned but unpaid as of the Termination Date, any earned but unpaid incentive compensation, any accrued but unpaid paid time off (“PTO”) due to him through the Termination Date and any unreimbursed expenses. Employee will not be entitled to, nor will he receive, any type of severance payment, unless he has Good Reason, as defined below, to terminate this Agreement. If Employee has Good Reason then he shall receive the severance outlined in subsection (B)(ii)(b) below addressing Termination by the Company without Cause, subject to its requirements for receipt of such payment. If Employee terminates Employee’s employment pursuant to this subsection (B)(i), then the Company, at its option, may require Employee to cease providing services during the thirty (30) day notice period required therein; provided, however, for purposes of calculating payment upon termination under this Agreement, Employee shall be treated as if he was employed during such thirty (30) day period. “Good Reason” shall mean (1) a material involuntary reduction in Employee’s duties, authority, reporting responsibility or function by the Company, (2) a material reduction in Employee’s compensation package other than as mutually agreed, (3) Employee’s involuntary relocation to a principal place of work more than thirty (30) miles from Charlotte, North Carolina or (4) a material breach by the Company of its obligations hereunder, provided that, upon the occurrence of any of these acts or omissions, Employee gives the Company notice of his belief that he has Good Reason to terminate this Agreement and the Company fails to cure within thirty (30) business days of receipt of Employee’s notice, and the Employee resigns within thirty (30 days after the end of such thirty (30) day cure period.

Termination by Employee. In Employee may terminate this Agreement and Employee's employment hereunder with or without Good Reason (as defined below) by: (i) in the event Employee terminates this Agreement, the Company shall be obligated to pay Employee that pro-rata portion case of his current semi-monthly Base Salary payment, as adjusted for any increase thereto, which is earned but unpaid as of the Termination Date, any earned but unpaid incentive compensation, any accrued but unpaid paid time off (“PTO”) due to him through the Termination Date and any unreimbursed expenses. Employee will not be entitled to, nor will he receive, any type of severance payment, unless he has a resignation without Good Reason, as defined below, to terminate this Agreement. If Employee has Good Reason then he shall receive the severance outlined in subsection (B)(ii)(b) below addressing Termination by the Company without Cause, subject to its requirements for receipt of such payment. If Employee terminates Employee’s employment pursuant to this subsection (B)(i), then the Company, at its option, may require Employee to cease providing services during the giving thirty (30) day days prior written notice period required thereinof termination to Employer; or (ii) in the case of a resignation for Good Reason, giving written notice of resignation within thirty (30) days after the expiration of the Good Reason Cure Period; provided, however, for in each case, Employer reserves the right, upon written notice to Employee, to accept Employee's notice of resignation and to accelerate such notice and make Employee's resignation effective immediately, or on such other date prior to Employee's intended last day of work as Employer deems appropriate. It is understood and agreed that Employer's election to accelerate Employee's notice of resignation shall not be deemed a termination by Employer. For purposes of calculating payment upon termination under this Agreement, Employee shall be treated as if he was employed during such thirty (30) day period. “"Good Reason” shall mean " means the occurrence, without Employee's advance written consent, of any one or more of the following events: (1a) a material involuntary reduction in Employee’s duties's Base Salary, authority, reporting responsibility unless a proportionate reduction is made with respect to all of its other executive level employees; or function by the Company, (2b) a material reduction in relocation of Employee’s compensation package other than as mutually agreed, (3) Employee’s involuntary relocation 's principal office location to a principal place location that is anywhere outside of work more than thirty a fifty (3050) miles from Charlottemile radius of Warren, North Carolina New Jersey. No event described in clauses (a) or (4b) a material breach by above shall constitute "Good Reason" unless Employee provides the Company of its obligations hereunder, provided that, upon CEO and the occurrence of any of these acts or omissions, Employee gives the Company Board with written notice of his belief that he has Good Reason Employee's objection to terminate this Agreement and the Company fails to cure such event within thirty (30) business days of after such event first occurs, Employer is afforded an opportunity to cure such event within thirty (30) days after the CEO's and the Board's receipt of Employee’s noticesuch notice (the "Good Reason Cure Period") and such event is not cured during the Good Reason Cure Period.

Termination by Employee. In the event (a) Employee terminates this Agreementmay terminate Employee's employment hereunder at any time, the Company shall be obligated to pay Employee that pro-rata portion of his current semi-monthly Base Salary payment, as adjusted for any increase thereto, which is earned but unpaid as of the Termination Date, any earned but unpaid incentive compensation, any accrued but unpaid paid time off (“PTO”) due to him through the Termination Date and any unreimbursed expenses. Employee will not be entitled to, nor will he receive, any type of severance payment, unless he has Good Reason or without Good Reason, as defined below, to terminate this Agreement. If effective upon the date designated by Employee has Good Reason then he shall receive in written notice of the severance outlined in subsection (B)(ii)(b) below addressing Termination by the Company without Cause, subject to its requirements for receipt termination of such payment. If Employee terminates Employee’s his employment hereunder pursuant to this subsection (B)(iSection 10.5(a); provided that, then the Company, such date shall be at its option, may require Employee to cease providing services during the least thirty (30) day notice period required therein; provided, however, for purposes days after the date of calculating payment upon termination under this Agreement, such notice. Company may elect to have Employee shall be treated as if he was employed remain absent from the workplace and cease Company business during all or part of such thirty (30) day period. “For purposes of this Agreement, Good Reason” Reason shall mean mean: (1i) a material involuntary reduction in Employee’s duties, authority, reporting responsibility or function by the Company, (2) a material reduction in Employee’s compensation package other than as mutually agreed, (3) Employee’s involuntary relocation to a principal place of work more than thirty (30) miles from Charlotte, North Carolina or (4) a material breach failure by the Company to pay in a timely manner Base Salary or any other material form of its obligations compensation or material benefit to be paid or provided to Employee hereunder, provided thator (ii) any material breach, upon not encompassed within clause (i) of this Section 10.5(a), of the occurrence obligations of any of these acts or omissions, Employee gives the Company notice of his belief that he has Good Reason to terminate under this Agreement and the Company fails to cure which breach is not cured within thirty (30) business days of after the Company's receipt of written notification from the Employee of such breach. (b) In the event of a termination of Employee’s notice's employment hereunder pursuant to Section 10.5(a) hereof, Employee shall be entitled to receive all accrued but unpaid (as of the effective date of such termination) Base Salary, Benefits and Other Compensation. In addition, solely if such termination is for Good Reason and provided Employee signs and does not revoke Company's standard form termination letter as provided for in Section 11 below, Employee shall be entitled to receive continued payment of the Employee's Base Salary, and medical and dental coverage pursuant to COBRA on terms and conditions comparable to those most recently provided to the Employee pursuant to this Agreement for a period of eighteen (18) months after the date of such termination, once the termination letter becomes effective. Employee shall also be entitled to receive additional severance equal to the total amount fifty percent (50%) of Employee's Target Bonus for the year in which Employee was terminated, payable in equal installments over a period of eighteen (18) months after the date of such termination once the termination letter becomes effective. Such severance shall be inclusive of all applicable income, social security and other taxes and charges which are required by law to be withheld by the Company and shall be withheld and paid in accordance with the Company's normal payroll practice for its executives from time to time in effect. Except as specifically set forth in this Section 10.5(b), all Base Salary, Benefits and Other Compensation shall cease at the time of such termination, subject to the terms of any benefit or compensation plan then in force and applicable to Employee. Except as specifically set forth in this Section 10.5, the Company shall have no liability or obligation hereunder by reason of such termination.

Termination by Employee. In the event Employee terminates may terminate this Agreement, the Company shall be obligated to pay Employee that pro-rata portion of his current semi-monthly Base Salary payment, as adjusted for any increase thereto, which is earned but unpaid as of the Termination Date, any earned but unpaid incentive compensation, any accrued but unpaid paid time off Agreement and Employee’s employment hereunder with or without Good Reason (“PTO”) due to him through the Termination Date and any unreimbursed expenses. Employee will not be entitled to, nor will he receive, any type of severance payment, unless he has Good Reason, as defined below, to terminate this Agreement. If Employee has Good Reason then he shall receive the severance outlined in subsection (B)(ii)(b) below addressing Termination by the Company without Cause, subject to its requirements for receipt of such payment. If Employee terminates Employee’s employment pursuant to this subsection (B)(i), then the Company, at its option, may require Employee to cease providing services during the giving thirty (30) day days prior written notice period required thereinof termination to Employer; provided, however, Employer reserves the right to accept Employee’s notice of termination and to accelerate such notice and make Employee’s termination effective immediately, or on any other date prior to Employee’s intended last day of work as Employer deems appropriate; provided further, that Good Reason (as defined herein) only shall apply for purposes of calculating payment upon termination under Section 4.02(d) below. As used in this Agreement, Employee shall be treated as if he was employed during such thirty (30) day period. “Good Reason” shall mean (1a) a material involuntary reduction in the failure of Employer or its successor, without Employee’s dutiesprior consent, authorityto pay any amounts due to Employee or to fulfill any other material obligations to Employee under this Agreement, reporting responsibility other than failures that are remedied by Employer or function its successor within 15 days after receipt of written notice thereof given by the CompanyEmployee, (2b) a material reduction in any decrease, without Employee’s compensation package other than as mutually agreedconsent, in the Base Amount, the target Annual Bonus opportunity, or in the level or in the value of Employee’s benefits (unless the benefit(s) changes are applicable to all executive level employees), (3c) the requirement by Employer or its successor, without Employee’s involuntary relocation prior consent, that either (i) Employee be relocated to an office that will require Employee to commute more than 25 miles more each way than Employee commutes immediately prior to the relocation, or (ii) Employee travel to a principal place materially greater extent than Employee was required to travel prior to the Commencement Date. Notwithstanding anything set forth in this Agreement to the contrary, placing Employee on a paid leave for up to 90 days, pending a determination of work more than thirty (30) miles from Charlotte, North Carolina whether there is a basis to terminate Employee for “Cause,” shall not constitute a “Good Reason.” Employee shall be deemed to have consented to any act or (4) a material breach by the Company of its obligations hereunder, provided that, upon the occurrence of any of these acts or omissions, event that would otherwise give rise to “Good Reason,” unless Employee gives the Company provides written notice of his belief that he has termination for Good Reason to terminate this Agreement and Employer within ninety (90) days following the Company fails to cure within thirty (30) business days of receipt of Employee’s noticeaction or event constituting Good Reason.

Termination by Employee. The Employee may terminate his ----------------------- employment hereunder with or without Good Reason (as defined below) by written notice to the Company. In the event the Employee terminates elects to terminate this Agreement without Good Reason, then the Employee shall offer to continue to provide services to the Company in accordance with this Agreement for a period of not less than ninety (90) days from the date that the Employee elects to resign. The Company may accept such offer in full, accept such offer subject to the Company's right to terminate the Employee's employment during such ninety (90) day period (which termination shall nevertheless be treated as a termination by Employee without Good Reason) or reject such offer in which event the Employee's employment shall immediately terminate. Effective upon the date of Employee's termination of employment following the Employee's resignation without Good Reason, the Employee shall be entitled to no further compensation or benefits under this Agreement. As used in this Agreement, the Company term "Good Reason" shall be obligated to pay Employee that pro-rata portion of his current semi-monthly Base Salary payment, as adjusted for any increase thereto, which is earned but unpaid as mean (i) the reduction of the Termination DateEmployee's salary below the Floor Amount per year without the written consent of the Employee, any earned but unpaid incentive compensation, any accrued but unpaid paid time off or (“PTO”ii) due to him through the Termination Date and any unreimbursed expenses. Employee will not be entitled to, nor will he receive, any type of severance payment, unless he has Good Reason, as defined below, to terminate this Agreement. If Employee has Good Reason then he shall receive the severance outlined in subsection (B)(ii)(b) below addressing Termination failure by the Company without Cause, subject to comply with its requirements for receipt of such payment. If Employee terminates Employee’s employment pursuant to this subsection (B)(i), then the Company, at its option, may require Employee to cease providing services during the thirty (30) day notice period required therein; provided, however, for purposes of calculating payment upon termination obligations under this Agreement, Employee shall be treated as if he was employed during such thirty (30) day period. “Good Reason” shall mean (1) Agreement in any material respects which failure to comply continues for a material involuntary reduction in Employee’s duties, authority, reporting responsibility or function by the Company, (2) a material reduction in Employee’s compensation package other than as mutually agreed, (3) Employee’s involuntary relocation to a principal place period of work more not less than thirty (30) miles from Charlotte, North Carolina days following written notice thereof by the Employee to the Company. In the event the Employee terminates his employment hereunder for any of the reasons set forth in clauses (i) or (4ii) of this Subsection (d), the Employee shall be entitled to receive such Employee's annual base salary (but not less than the Floor Amount per year) as would be in effect as set forth in Section 5(a) hereof until the first anniversary of the date of such termination of employment. Any such severance becoming payable under this Subsection (d) shall be payable at the Company's election either in a material lump sum (present valued at a discount rate of 10%) or as otherwise payable under Section 5(a). The Company may require, as a condition precedent to making any payments under this paragraph to the Employee, that the Employee execute a customary release and covenant not to xxx in favor of the Company. The Company's obligations to make payments under this paragraph shall cease and terminate in the event of any breach by the Company Employee of its obligations hereunderany provisions of Section 9 of this Agreement; provided, provided that, upon the occurrence Employee shall not be in breach of Sections 9(d) or (e) of this Agreement if, in advance of taking any of these acts or omissionsaction which would otherwise violate such Subsections, the Employee gives waives and refunds to the Company notice the portion of his belief that he has Good Reason the severance payment yet to terminate accrue hereunder. Any payments under this Agreement and the Company fails paragraph shall be subject to cure within thirty (30) business days of receipt of Employee’s noticeSection 5(e).

Termination by Employee. In the event Subject to Section 8(e), Employee terminates this Agreement, the Company shall be obligated to pay Employee that pro-rata portion of his current semi-monthly Base Salary payment, as adjusted for may terminate Employee’s employment at any increase thereto, which is earned but unpaid as of the Termination Date, any earned but unpaid incentive compensation, any accrued but unpaid paid time off (with “PTO”) due to him through the Termination Date and any unreimbursed expenses. Employee will not be entitled to, nor will he receive, any type of severance payment, unless he has Good Reason, as defined below, to terminate this Agreement. If Employee has Good Reason then he shall receive the severance outlined in subsection ,” which is: (B)(ii)(bi) below addressing Termination a material diminution of Employee’s base compensation hereunder; (ii) a requirement by the Company without Cause, subject that Employee relocate his residence to its requirements for receipt of such payment. If Employee terminates a location more than thirty five (35) miles from the Employee’s employment pursuant to this subsection residence at such time; (B)(i), then the Company, at its option, may require Employee to cease providing services during the thirty (30) day notice period required therein; provided, however, for purposes of calculating payment upon termination under this Agreement, Employee shall be treated as if he was employed during such thirty (30) day period. “Good Reason” shall mean (1iii) a material involuntary reduction diminution in Employee’s duties, authority, reporting responsibility authority or function by the Company, responsibilities; (2iv) a material reduction in Employee’s compensation package other requirement that Employee report to any person of lesser authority than as mutually agreed, the Chairman and Chief Executive Officer of CCOH or the Chief Financial Officer of CCOH; or (3) Employee’s involuntary relocation to a principal place of work more than thirty (30) miles from Charlotte, North Carolina or (4v) a material breach of this Agreement by the Company of its obligations hereunder, provided that, upon the occurrence of any of these acts or omissions, Company. If Employee gives the Company notice of his belief that he has elects to terminate for Good Reason to terminate under this Agreement and the Section 8(d), then (A) Employee must provide Company fails to cure with written notice within thirty (30) business days of receipt of such condition occurring that Employee intends to terminate Employee’s noticeemployment hereunder for one of the circumstances set forth above, (B) if such circumstance is capable of being cured, Company shall have thirty (30) days to cure. If Company has not cured and Employee elects to terminate Employee’s employment, Employee must do so within ten (10) days after the end of the cure period. For purposes of clarification, the above-listed conditions shall apply separately to each occurrence of Good Reason and failure to adhere to such conditions in the event of Good Reason shall not disqualify Employee from asserting Good Reason for any subsequent occurrence or condition of Good Reason.

Termination by Employee. In Notwithstanding anything to the event Employee terminates contrary contained in this Agreement, in the Company event that Employee shall be obligated instructed to pay report to any individual other than Xxxxxx X. Xxxxx III, Employee that pro-rata portion of his current semi-monthly Base Salary paymentmay, as adjusted for any increase thereto, which is earned but unpaid as of on or prior to the Termination Date, any earned but unpaid incentive compensation, any accrued but unpaid paid time off (“PTO”) due to him through the Termination Date and any unreimbursed expenses. Employee will not be entitled to, nor will he receive, any type of severance payment, unless he has Good Reason, as defined below, to terminate this Agreement. If Employee has Good Reason then he shall receive the severance outlined in subsection (B)(ii)(b) below addressing Termination by the Company without Cause, subject to its requirements for receipt of such payment. If Employee terminates Employee’s employment pursuant to this subsection (B)(i), then the Company, at its option, may require Employee to cease providing services during the date thirty (30) day days from notice period required therein; providedof such instruction, howeverterminate this Agreement by providing thirty (30) days prior written notice to Employer. Notwithstanding the termination of this Agreement by the Employee in accordance with this Paragraph 23, Employer shall continue to pay Employee's base salary set forth in Paragraph 8(a) through the date upon which this Agreement would have expired but for termination by the Employee." 7. This First Amendment may be executed in multiple counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument. 8. If any provision of this First Amendment or the application hereof to any person or circumstances shall to any extent be held void, unenforceable or invalid, then the remainder of this First Amendment or the application of such provision to persons or circumstances other than those as to which it is held void, unenforceable or invalid shall not be affected thereby, and each provision of this First Amendment shall be valid and enforced to the fullest extent permitted by law. 9. THIS FIRST AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY THE LAWS OF THE STATE OF ILLINOIS, WITHOUT REGARD TO ANY OF SUCH STATE'S DOCTRINES REGARD CONFLICTS OF LAWS. 10. Except as amended hereby, the Existing Employment Agreement shall continue in full force and effect without any further action by the parties thereto. On or after the effective date of this First Amendment, references to the "Agreement" in the Existing Employment Agreement, as amended hereby, shall be deemed to mean, for purposes of calculating payment upon termination under this determining the rights, remedies, obligations and liabilities of the parties thereto and all other purposes, the Existing Employment Agreement, Employee shall be treated as if he was employed during such thirty (30) day periodamended by this First Amendment. “Good Reason” shall mean (1) a material involuntary reduction in Employee’s duties, authority, reporting responsibility or function by the Company, (2) a material reduction in Employee’s compensation package other than as mutually agreed, (3) Employee’s involuntary relocation to a principal place of work more than thirty (30) miles from Charlotte, North Carolina or (4) a material breach by the Company of its obligations hereunder, provided that, upon the occurrence of any of these acts or omissions, Employee gives the Company notice of his belief that he has Good Reason to terminate this Agreement and the Company fails to cure within thirty (30) business days of receipt of Employee’s notice.* * *

Termination by Employee. In Employee may terminate this Agreement for cause upon fifteen (15) days' written notice to Employer (during which period Employee shall continue to perform the event duties of Southeast Regional Managing Director under this Agreement or as specified by the Board), provided that (i) such written notice shall specify the nature of Employer's action or actions as the result of which Employee terminates this Agreement, has the Company shall be obligated to pay Employee that pro-rata portion of his current semi-monthly Base Salary payment, as adjusted for any increase thereto, which is earned but unpaid as of the Termination Date, any earned but unpaid incentive compensation, any accrued but unpaid paid time off (“PTO”) due to him through the Termination Date and any unreimbursed expenses. Employee will not be entitled to, nor will he receive, any type of severance payment, unless he has Good Reason, as defined below, right to terminate this Agreement. If Employee has Good Reason then he shall receive the severance outlined in subsection (B)(ii)(b) below addressing Termination by the Company without Cause, subject to its requirements for receipt of such payment. If Employee terminates Employee’s employment Agreement pursuant to this subsection (B)(iSection 4(b), then and (ii) during which period Employer shall have the Companyopportunity to cure. In such event, Employee shall be paid (A) at its optionsuch times that Employer otherwise would have paid Employee his Base Compensation had Employee remained employed by Employer, may require his Base Compensation for the balance of the Employment Term, and (B) at the time that incentive compensation payments are made to other comparable executive personnel of Employer with respect to periods encompassed within the Employment Term, the amount of Incentive Compensation to which Employee otherwise would have been entitled to receive (taking into account length of service during the applicable year, assuming for this purpose continuous service during the Employment Term) had Employee remained employed by Employer for the remainder of the Employment Term (assuming for this purpose only that performance criteria unique to Employee that would entitle Employee to cease providing services during the thirty (30) day notice period required therein; provided, however, for $90,000 of Incentive Compensation have been satisfied). For purposes of calculating payment upon termination this Section 4(b), "cause" shall mean (w) Employer's failure to make any of the payments or provide any of the benefits to Employee due under this Agreement, Employee shall be treated as if he was employed during such thirty (30) day period. “Good Reason” shall mean (1x) a material involuntary reduction alteration in the scope of Employee’s duties's responsibilities and duties as Southeast Regional Managing Director, authority, reporting responsibility or function by the Company, (2) a material reduction in Employee’s compensation package other than as mutually agreed, (3) Employee’s involuntary relocation to a principal place of work more than thirty (30) miles from Charlotte, North Carolina or (4y) a material breach by Employer's determination to relocate Employee's primary workplace outside of the Company of its obligations hereunderAtlanta, provided that, upon the occurrence of any of these acts or omissions, Employee gives the Company notice of his belief that he has Good Reason to terminate this Agreement and the Company fails to cure within thirty (30) business days of receipt of Employee’s noticeGeorgia metropolitan area.

Termination by Employee. In the event Employee terminates agrees that if Employee intends to terminate this Agreement, the Company shall be obligated to pay Employee that pro-rata portion of his current semi-monthly Base Salary payment, as adjusted Agreement or Employee’s employment for any increase theretoreason, which is earned but unpaid as of the Termination Date, any earned but unpaid incentive compensation, any accrued but unpaid paid time off (“PTO”) due to him through the Termination Date and any unreimbursed expenses. Employee will not be entitled togive Motive at least thirty (30) days’ advance written notice of such termination; provided, nor will he receive, any type of severance payment, unless he has that if the termination is for Good Reason, as defined below, to terminate this Agreement. If Employee has Good Reason then he the written notice shall receive the severance outlined in subsection so state and shall state such reason. (B)(ii)(bi) below addressing Termination by the Company without Cause, subject to its requirements for receipt of such payment. If Employee terminates Employee’s employment pursuant to and this subsection Agreement for Good Reason and gives Motive the requisite notice of termination, and subsequently executes (B)(iwithin a reasonable period of time) a Release (as defined below), then Motive shall (A) pay Employee the CompanyAccrued Benefits (as defined below) within fifteen (15) days of such termination, at its optionand (B) except as otherwise provided in Section 6(b), may require and subject to the receipt of the executed Release, shall pay severance in accordance with the terms of Section 5(c). (ii) If Employee to cease providing services during terminates Employee’s employment and this Agreement but does not satisfy any or all of the thirty (30conditions of Section 5(a)(i) day notice period required therein; provided, however, above for purposes of calculating payment upon termination under this Agreementany reason, Employee shall only be treated as if he was employed during such thirty (30) day period. “Good Reason” shall mean entitled to receive: (1) a material involuntary reduction in payment for Employee’s duties, authority, reporting responsibility or function by Base Salary (less applicable deductions and withholdings) through the Companydate this Agreement is terminated, (2) a material reduction in Employeepayment, if applicable, for the prior year’s compensation package other than Target Bonus earned by Employee that has not been paid by Motive as mutually agreedof the date this Agreement is terminated, (3) Employee’s involuntary relocation to a principal place payment for unused vacation (less applicable deductions and withholdings) that has accrued as of work more than thirty (30) miles from Charlotte, North Carolina or the date this Agreement is terminated and (4) a material breach payment for any expenses due to Employee pursuant to Sections 4(g)-(k) that have not been paid by Motive as of the Company of its obligations hereunder, provided that, upon the occurrence date this Agreement is terminated; and shall not be entitled to receive any other payments or benefits from Motive of any of these acts or omissions, Employee gives the Company notice of his belief that he has Good Reason to terminate kind under this Agreement and or otherwise except as required by law or pursuant to the Company fails terms of any benefit plan (such payments collectively, the “Accrued Benefits”), which shall be paid by Motive to cure Employee within thirty fifteen (3015) business days of receipt of Employee’s noticesuch termination.

Termination by Employee. In (a) Employee may terminate his employment under this Agreement at any time upon thirty (30) days notice to the event Employee terminates this AgreementCompany. Employee, at the request of the Company and for a period not to exceed such thirty (30) days as requested by the Company, shall continue to render his services in accordance with this Agreement and shall be obligated paid his regular salary plus performance bonuses and receive his normal benefits up to pay the Termination Date. (b) Employee that pro-rata portion may terminate his employment with the Company under this Agreement at any time for Good Reason (as defined below). Upon termination of his current semi-monthly Base Salary paymentthis Agreement pursuant to this Section 10(b), as adjusted for any increase theretoEmployee shall be entitled to receive, which is earned but (i) an amount equal to Employee’s annual salary accrued and unpaid as of the Termination Date, (ii) a pro rated portion of any earned but unpaid incentive compensationand all performance bonuses to which Employee would have been entitled as if Employee had remained employed by Company and achieved all goals and objectives under Section 4(c) for the year as well as the quarter in which such termination occurs, any accrued but unpaid paid time off (“PTO”iii) due salary, plus all performance bonuses to him through which Employee would have been entitled as if Employee had remained employed by Company and achieved all goals and objectives under Section 4(c) and all benefits for a period of twelve (12) months after the Termination Date Date, and any unreimbursed expenses. if the Employee will not be entitled to, nor will he receive, any type of severance payment, unless he has Good Reason, as defined below, shall exercise his right to terminate this Agreement. If Employee has employment for Good Reason within the first twelve (12) months after the Commencement Date then he shall receive the severance outlined in subsection (B)(ii)(b) below addressing Termination by the Company without Cause, subject to its requirements for receipt shall extend the provisions of such payment. If Employee terminates Employee’s employment pursuant to this subsection (B)(i)iii) for an additional twelve months making a total of twenty-four months after the Termination Date, and (iv) continue to provide Employee, at Company expense, with the same medical coverage Employee carried while an active employee for a period of twelve (12) months after the Termination Date, and if the Employee shall exercise his right to terminate employment for Good Reason within the first twelve (12) months after the Commencement Date then the Company shall extend the provisions of this subsection (iv) for an additional twelve months making a total of twenty-four months after the Termination Date, after which Employee will be eligible under the provisions of COBRA. All of the foregoing shall be payable in accordance with the Company’s then effective payroll schedule applicable to Employee. The term “Good Reason” means Employee’s resignation as an Employee of the Company as a result of (i) the Company materially violating any of its material obligations to Employee under this Agreement or any other agreement with Employee, at its option(ii) a substantial change in Employee’s duties to which Employee does not consent, may require (iii) a decrease in Employee’s salary or performance bonuses to which Employee does not consent, or (iv) the Company failing to cease providing services during enter into a new employment agreement with the Employee thirty (30) day notice period required therein; provided, however, for purposes days prior to the expiration of calculating payment upon termination under this Agreement, Employee on terms equal to or greater than the existing agreement. Such termination for Good Reason shall only be treated as effective if he was employed during such thirty (30) day period. “Good Reason” shall mean (1) a material involuntary reduction in Employee’s duties, authority, reporting responsibility or function by the Company, (2) a material reduction in Employee’s compensation package other than as mutually agreed, (3) Employee’s involuntary relocation to a principal place of work more than thirty (30) miles from Charlotte, North Carolina or (4) a material breach by the Company of its obligations hereunder, provided that, upon the occurrence of any of these acts or omissions, Employee gives the Company a minimum of 30 days’ written notice, provided that the occurrence of such violation shall have occurred within the 60 days preceding such notice of his belief and that he has Good Reason to terminate this Agreement and the Company fails shall have failed to cure such violation within thirty (30) business 30 days of after receipt of Employee’s such notice.

Termination by Employee. In (a) The Employee shall at all times have the event right, by written notice not less than 30 days prior to the termination date, to terminate the Term of Employment. (b) Upon termination of the Term of Employment pursuant to this Section 5.5 by the Employee terminates without Good Reason (as defined below), the Company shall: (i) pay to the Employee any unpaid Base Salary through the date of termination of the Term of Employment specified in such notice; and (ii) pay to the Employee the accrued but unpaid Incentive Compensation, if any, for any Bonus Period ending on or before the date of termination of the Term of Employment. Upon any termination effected and compensated pursuant to this AgreementSection 5.5(b), the Company shall be obligated have no further liability hereunder (other than for reimbursement for reasonable business expenses incurred prior to pay Employee that pro-rata portion the date of his current semi-monthly Base Salary paymenttermination, as adjusted for any increase theretosubject, which is earned but unpaid as however, to the provisions of Section 4.1). (c) Upon termination of the Termination Date, any earned but unpaid incentive compensation, any accrued but unpaid paid time off (“PTO”) due Term of Employment pursuant to him through this Section 5.5 by the Termination Date and any unreimbursed expenses. Employee will not be entitled to, nor will he receive, any type of severance payment, unless he has for Good Reason, as defined belowthe Company shall pay to the Employee the same amounts, and shall continue or compensate for Benefits in the same amounts, that would have been payable or provided by the Company to terminate the Employee under Section 5.4 of this Agreement. If Employee has Good Reason then he shall receive Agreement if the severance outlined in subsection (B)(ii)(b) below addressing Termination Term of Employment had been terminated by the Company without Cause, subject to its requirements for receipt of such payment. If Employee terminates Employee’s employment Upon any termination effected and compensated pursuant to this subsection (B)(iSection 5.5(c), then the CompanyCompany shall have no further liability hereunder (other than under Section 4.8 and for reimbursement for reasonable business expenses incurred prior to the date of termination, at its option, may require Employee to cease providing services during the thirty (30) day notice period required therein; providedsubject, however, for to the provisions of Section 4.1). (d) For purposes of calculating payment upon termination under this Agreement, Employee shall be treated as if he was employed during such thirty (30) day period. “Good Reason” shall mean (1i) a material involuntary reduction the assignment to the Employee of any duties inconsistent in any respect with the Employee’s dutiesposition, authority, reporting responsibility duties or function responsibilities as contemplated by Section 1.2 of this Agreement, or any other action by the Company, (2) Company which results in a material reduction diminution in such position, authority, duties or responsibilities, excluding for this purpose an isolated, insubstantial and inadvertent action not taken in bad faith and which is remedied by the Company promptly after receipt of notice thereof given by the Employee; (ii) any failure by the Company to comply with any of the provisions of Article 3 of this Agreement, other than an isolated, insubstantial and inadvertent failure not occurring in bad faith and which is remedied by the Company promptly after receipt of notice thereof given by the Employee; (iii) the Company’s requiring the Employee to be based at any office or location outside of the Orlando metropolitan area, except for travel reasonably required in the performance of the Employee’s compensation package other than as mutually agreed, responsibilities; and (3iv) Employee’s involuntary relocation to a principal place of work more than thirty (30) miles from Charlotte, North Carolina or (4) a material breach any purported termination by the Company of its obligations hereunder, provided that, upon the occurrence of any of these acts or omissions, Employee gives the Company notice of his belief that he has Good Reason to terminate this Agreement and the Company fails to cure within thirty (30) business days of receipt of Employee’s noticeemployment otherwise than for Cause pursuant to Section 5.1, or by reason of the Employee’s disability pursuant to Section 5.2 of this Agreement, prior to the Expiration Date.

Termination by Employee. In the event Employee terminates may terminate this Agreement, the Company shall be obligated to pay Employee that pro-rata portion of his current semi-monthly Base Salary payment, as adjusted Agreement for any increase thereto, which is earned but unpaid as of the Termination Date, any earned but unpaid incentive compensation, any accrued but unpaid paid time off (“PTO”) due to him through the Termination Date and any unreimbursed expenses. Employee will not be entitled to, nor will he receive, any type of severance payment, unless he has "Good Reason, as defined below, to terminate this Agreement. If Employee has Good Reason then he shall receive the severance outlined in subsection (B)(ii)(b) below addressing Termination by the Company without Cause, subject to its requirements for receipt of such payment. If Employee terminates Employee’s employment pursuant to this subsection (B)(i), then the Company, at its option, may require Employee to cease providing services during the thirty (30) day notice period required therein"; provided, however, for that Employee's obligations under Paragraph 6 shall survive any termination of this Agreement by Employee, by the Company or otherwise. For purposes of calculating payment upon this paragraph, Good Reason shall mean: a) Any assignment to the Employee of any duties materially inconsistent with the position described in Section 1 hereof, b) Any material diminution of the duties of the Employee then-existing without the written consent of the Employee, c) Any removal of the Employee from or failure to re-elect the Employee to the positions described in Section 1 hereof, except in connection with termination under this Agreementof the Employee pursuant to Section 5.1 or 5.2 hereof, d) A reduction in the Employee's rate of compensation, Employee shall be treated as if or a reduction in the Employee's fringe benefits or any other failure of the Company to comply with Section 4 hereof, e) The Employee's principle place of employment is relocated to a place outside of a forty (40) mile radius from which he was employed during such thirty (30on the Effective Date, f) day period. “Good Reason” shall mean (1) a Other material involuntary reduction in Employee’s duties, authority, reporting responsibility or function breach of this Agreement by the Company, or g) Following a "Change in Control," defined below. A " Change of Control" shall be deemed to have occurred if (2i) a material reduction in Employee’s compensation package other than as mutually agreedtender offer shall be made and consummated for the ownership of 50% or more of the outstanding voting securities of the Company, (3ii) Employee’s involuntary relocation the Company shall be merged or consolidated with another corporation and as a result of such merger or consolidation less than 50% of the outstanding securities of the surviving or resulting corporation shall be owned in the aggregate by the former stockholders of the Company, as the same shall have existed immediately prior to a principal place of work such merger or consolidation, (iii) the Company shall sell more than thirty (30) miles from Charlotte, North Carolina or (4) 75% of its assets to another corporation which is not a material breach wholly owned subsidiary. Any termination by the Company Board of its obligations hereunder, provided that, upon Directors pursuant to Section 5.2 or by the occurrence Employee pursuant to section 5.3 shall be communicated by written Notice of any Termination to the other party hereto. Notice of these acts or omissions, Employee gives Termination shall mean a notice which shall indicate the Company notice of his belief that he has Good Reason to terminate specific termination provision in this Agreement relied upon and shall set forth in reasonable detail the Company fails facts and circumstances claimed to cure within thirty (30) business days provide a basis for termination of receipt of the Employee’s notice's employment under the provision so indicated.

Termination by Employee. In the event Employee terminates this Agreement, the Company shall be obligated to pay Employee that pro-rata portion of his current semi-monthly Base Salary payment, (a) Except as adjusted for any increase thereto, which is earned but unpaid as of the Termination Date, any earned but unpaid incentive compensation, any accrued but unpaid paid time off (“PTO”) due to him through the Termination Date and any unreimbursed expenses. Employee will not be entitled to, nor will he receive, any type of severance payment, unless he has Good Reason, as defined below, to terminate this Agreement. If Employee has Good Reason then he shall receive the severance outlined set forth in subsection (B)(ii)(b) below addressing Termination by the Company without Cause, subject to its requirements for receipt of such payment. If Employee terminates Employee’s employment pursuant to this subsection (B)(iSection 3.5(b), then Employee may terminate his employment under this Agreement at any time, upon thirty (30) days prior written notice to the Company. The Company, at in its optionsole discretion but without derogation to any rights of Employee under Section 2, may require place Employee to cease providing services on administrative lease during the thirty (30) day notice period. (b) Employee may terminate his employment under this Agreement, upon fifteen (15) days prior written notice to the Company, if he resigns for Good Reason (as defined in Section 3.5(c) below), of the Company; provided that Employee shall not resign pursuant to this Section 3.5(b) if, prior to the expiration of the fifteen (15) day notice period, the Company causes the facts or events giving rise to the Good Reason for resignation to no longer exist and provides evidence of a form and nature satisfactory to Employee that such facts or events no longer and will not in the foreseeable future exist. The Company, in its sole discretion but without derogation to any rights of Employee under Section 2, may place Employee on administrative leave during the fifteen (15) day notice period. Notwithstanding anything to the contrary contained herein, Employee shall not be required to perform any act stated in his written notice of resignation as Good Reason for his resignation for the period beginning with the giving of such written notice and ending with the effective date of the termination of his employment. (c) Employee shall be considered to have resigned for Good Reason if: (1) Employee ceases to hold the positions and titles of Senior Vice President — Underwriting as contemplated by Section 1.1 of this Agreement; (2) Employee is assigned, without his consent, authority or responsibility materially inconsistent with the authority and responsibility contemplated by Section 1.1 of this Agreement, including without limitation any material diminution of his authority and responsibility or change in reporting requirements; (3) Employee’s Base Salary is reduced, or there is any material delay in the payment of Employee’s Base Salary, or there is any material reduction in the nature and amount of benefits (including benefits under the Incentive Plan or the Stock Option Plan or any successor plans thereto) theretofore provided to Employee pursuant to Section 2. (4) Any requirement is imposed for Employee to reside or travel outside of the Columbus, Ohio area, other than on travel reasonably required thereinto carry out Employee’s obligations under this Agreement and consistent with past practice; (5) Employee becomes disabled to the extent that he cannot, with reasonable accommodation, effectively perform the requirements of his position for a period of three consecutive months (which determination shall be made by a physician of Employee’s choice who is reasonably acceptable to the Company); or (6) The Company commits a material breach of this Agreement (other than breaches which may be covered by some other subsection of this Section 3.5(c)), which breach is not cured within thirty (30) days after written notice thereof is given by Employee. (d) A Change in Control shall be deemed to have occurred if there is: (1) A purchase or other acquisition in any one or more transactions by any person, entity or group of persons (within the meaning of section 13(d)(3) or 14(d)(2) of the Exchange Act or any comparable successor provisions), directly or indirectly, which results in the beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of such person, entity or group of persons equaling fifty percent (50%) or more of the combined voting power of the then outstanding voting securities of the Company entitled to vote generally in the election of directors (“Voting Securities”); excluding, however, any acquisition (A) by the Company or any person controlled by the Company or the Board of Directors of the Company, (B) by any employee benefit plan or related trust sponsored or maintained by the Company, (C) by Employee, or (D) by another group including Employee, but only if Employee and other executives of the Company control such group; (2) A change, within any rolling two-year period beginning with any date on or after the Effective Date, in the composition of the Board such that the individuals who constitute the Board (the “Incumbent Board”) at the beginning of such rolling period cease for any reason to constitute at least a majority of the Board; provided, however, that for purposes of calculating payment upon termination under this Agreementdefinition, Employee shall be treated as if he was employed during such thirty (30) day period. “Good Reason” shall mean (1) any individual who becomes a material involuntary reduction in Employee’s dutiesmember of the Board after the Effective Date, authoritywhose election, reporting responsibility or function nomination for election, by the Company’s security-holders was approved by a vote of at least a majority of those individuals who are members of the Board and who were also members of the Incumbent Board shall be considered as though such individual were a member of the Incumbent Board; and provided, however, that any such individual whose initial assumption of office occurs as a result of or in connection with either an actual or threatened election contest (2as such terms are used in Rule 14a-11 of Regulation 14A promulgated under the Exchange Act) a material reduction in Employee’s compensation package or other actual or threatened solicitation of proxies or consents by or on behalf of any person other than the Board shall not be so considered as mutually agreed, a member of the Incumbent Board; (3) Employee’s involuntary relocation A merger, reorganization or consolidation to which the Company is a principal place party or a sale or other disposition of work all or substantially all of the assets of the Company (each, a “Corporate Transaction”); excluding however, any Corporate Transaction pursuant to which (A) persons who were security holders of the Company immediately prior to such Corporate Transaction own (solely because of their Voting Securities owned immediately prior to such Corporate Transaction) immediately thereafter more than thirty 50 percent of the combined voting power entitled to vote in the election of directors of the then outstanding securities or the company surviving the Corporate Transaction and (30B) miles from Charlotte, North Carolina or individuals who constitute the Incumbent Board will immediately after the consummation of the Corporate Transaction constitute at least a majority of the members of the board of directors of the company surviving such Corporate Transaction; or (4) a material breach Approval by the security-holders of the Company of its obligations hereunder, provided that, upon a plan of complete liquidation or dissolution of the occurrence of any of these acts or omissions, Employee gives the Company notice of his belief that he has Good Reason to terminate this Agreement and the Company fails to cure within thirty (30) business days of receipt of Employee’s noticeCompany.

Termination by Employee. In Employee may, upon giving the event Employee terminates Company no less than 30 days’ advance written notice, terminate Employee’s employment without Good Reason or for Good Reason. For purposes of this Agreement, the Company shall be obligated to pay Employee that pro-rata portion of his current semi-monthly Base Salary payment, as adjusted for any increase thereto, which is earned but unpaid as of the Termination Date, any earned but unpaid incentive compensation, any accrued but unpaid paid time off (“PTO”) due to him through the Termination Date and any unreimbursed expenses. Employee will not be entitled to, nor will he receive, any type of severance payment, unless he has Good Reason, as defined below, to terminate this Agreement. If Employee has Good Reason then he shall receive the severance outlined in subsection (B)(ii)(b) below addressing Termination by the Company without Cause, subject to its requirements for receipt of such payment. If Employee terminates Employee’s employment pursuant to this subsection (B)(i), then the Company, at its option, may require Employee to cease providing services during the thirty (30) day notice period required therein; provided, however, for purposes of calculating payment upon termination under this Agreement, Employee shall be treated as if he was employed during such thirty (30) day period. term “Good Reason” shall mean mean, without the express written consent of Employee, the occurrence of one of the following arising on or after the Effective Date, as determined in a manner consistent with Treasury Regulation § 1.409A-1(n)(2)(ii): (1) a material involuntary reduction in Employee’s duties, authority, reporting responsibility or function by the Company, (2i) a material reduction in Employee’s compensation package other than as mutually agreedbase compensation, (3ii) a material diminution in Employee’s involuntary authority, duties or responsibilities, (iii) a permanent relocation in the geographic location at which Employee must perform services to a principal place of work location more than thirty (30) 50 miles from Charlotte, North Carolina the location at which Employee normally performed services immediately before the relocation; (iv) a requirement that Employee report to an officer or employee instead of the Board; or (4v) any other action or inaction that constitutes a material breach by the Company of this Agreement. Neither a transfer of employment among the Company and any of its obligations hereunderAffiliates nor the Company or an Affiliate 4 entering into a co-employer relationship with a personnel services organization constitutes Good Reason. In the case of Employee’s allegation of Good Reason, provided that, upon (A) Employee shall provide notice to the Company of the event alleged to constitute Good Reason within 60 days after the occurrence of any such event, and (B) the Company shall have the opportunity to remedy the alleged Good Reason event within 30 days from receipt of these acts or omissionsnotice of such allegation. If not remedied within that 30-day period, Employee gives may submit a Notice of Termination pursuant to Section 5(e), provided that the Company notice Notice of his belief Termination must be given no later than 100 days after the expiration of such 30 day period; otherwise, Employee is deemed to have accepted such event, or the Company’s remedy of such event, that he has may have given rise to the existence of Good Reason; provided, however, such acceptance shall be limited to the occurrence of such event and shall not waive Employee’s right to claim Good Reason with respect to terminate this Agreement and the Company fails to cure within thirty (30) business days of receipt of Employee’s noticefuture similar events.

Termination by Employee. In the event Employee terminates this Agreementhis employment other than for Good Reason, the Company shall be obligated to pay Employee that pro-rata portion of his current semi-monthly Base Salary payment, as adjusted for any increase thereto, which is earned but unpaid as of the Termination Date, any the annual cash incentive bonus (if any) earned but unpaid incentive compensationand payable as of the Termination Date under the terms of the Company’s Incentive Compensation Plan (“ICP”) that has not been paid, any accrued but unpaid paid time off (“PTO”) due to him through the Termination Date and any unreimbursed expenses. expenses (collectively, the “Accrued Obligations”), and Employee will not be entitled to, nor will he receive, any type of severance payment, unless he has . If Employee terminates his employment for Good Reason, as defined below, to terminate this Agreement. If Employee has Good Reason then he shall receive the Accrued Obligations and the severance outlined payments set forth in subsection (B)(ii)(b) below addressing in the same amount as for a Termination by the Company without Cause, subject to its the requirements set forth therein for receipt of such paymentpayments, including execution of a Release. If Employee terminates Employee’s employment pursuant to this subsection (B)(i)employment, then the Company, at its option, may require Employee to cease providing services during the required thirty (30) day notice period required thereinperiod; provided, however, for purposes of calculating payment payments upon termination under this Agreementof employment, Employee shall be treated as if he was employed during such thirty (30) day period. For purposes of this Agreement, “Good Reason” shall mean (1) a material involuntary reduction in Employee’s duties, authority, reporting responsibility or function by the Company, provided that the Company’s hiring of a permanent Chief Executive Officer and assignment of duties to such individual customarily performed by a Chief Executive Officer shall not be an event entitling Employee to terminate his employment for Good Reason hereunder, (2) a material reduction in Employee’s compensation package other than as mutually agreedagreed upon by the Parties, (3) Employee’s involuntary relocation to a principal place of work more than thirty (30) miles from Charlotte, North Carolina Carolina, or (4) a material breach by the Company of its obligations hereunderunder this Agreement. Notwithstanding the foregoing, provided that, upon the occurrence of any of these acts or omissionsthe events described in the preceding sentence will not constitute Good Reason, unless Employee gives the Company written notice within thirty (30) days of his belief the initial occurrence of the event that he has Employee believes constitutes Good Reason to terminate this Agreement and his employment, the Company fails to cure any such event within thirty (30) business days of receipt of Employee’s notice, and the Employee resigns within thirty (30) days after the end of such thirty (30) day cure period.

Termination by Employee. Employee has the right to terminate his employment under this Agreement for any or no reason, upon ninety (90) days prior written notice to the Company. In the event Employee terminates this Agreementaddition, the Company Employee shall be obligated have the right to pay terminate his employment under this Agreement for Good Reason. The Employee that pro-rata portion of shall have “Good Reason” to terminate his current semi-monthly Base Salary payment, as adjusted for any increase thereto, which is earned but unpaid as employment within 90 days following (i) a material diminution in the nature or scope of the Termination Date, any earned but unpaid incentive compensation, any accrued but unpaid paid time off (“PTO”) due to him through the Termination Date and any unreimbursed expenses. Employee will not be entitled to, nor will he receive, any type of severance payment, unless he has Good Reason, as defined below, to terminate this Agreement. If Employee has Good Reason then he shall receive the severance outlined in subsection (B)(ii)(b) below addressing Termination by the Company without Cause, subject to its requirements for receipt of such payment. If Employee terminates Employee’s employment pursuant to this subsection (B)(i)duties or responsibilities, then the Company, at its option, may require Employee to cease providing services during the thirty (30) day notice period required therein; provided, however, for purposes that a material diminution in the nature or scope of calculating payment upon termination the Employee’s duties or responsibilities shall not be deemed to result solely from the occurrence of a bankruptcy or other reorganization proceeding with respect to the Company or a successor (or the occurrence of any circumstance(s) ancillary thereto) or the Company’s (or a successor’s) equity securities no longer being registered under this Agreement, Employee shall be treated as if he was employed during such thirty the Securities Exchange Act of 1934; (30) day period. “Good Reason” shall mean (1ii) a material involuntary reduction in the Employee’s duties, authority, reporting responsibility Base Salary from the Base Salary then in effect or function by a reduction in the Company, target amount of the Senior Management Plan Bonus that Employee is eligible to earn as provided in Section 2.2; (2iii) a material reduction in relocation without the Employee’s compensation package other than as mutually agreedconsent, (3) of the Employee’s involuntary relocation to a principal place of work more than thirty employment to any location outside a fifty (3050) miles mile radius of the location from Charlotte, North Carolina or which the Employee served the Company immediately before the relocation; (4iv) a material breach of this Agreement by the Company of its obligations hereunder, Company; or (v) the Company’s failure to seek to cause Employee to be elected to the Board in accordance with Section 1.6. The Employee may not terminate his employment for Good Reason unless the Employee provided that, upon the occurrence of any of these acts or omissions, Employee gives the Company with at least 30 days prior written notice of his belief that he has intent to terminate his employment for Good Reason to terminate this Agreement (which 30 days shall not count against the 90 day period above) and the Company fails to cure has not cured the breach within thirty (30) business days of receipt of Employee’s noticesuch 30 day period.

Termination by Employee. In 8.1 The Employee may terminate his employment hereunder if (a) during the event Employee terminates this Agreementfirst twelve months after the date hereof, Esquire Communications Ltd. ("Esquire") shall be in default in the payment of principal or accrued interest on the promissory note dated the date hereof in the original principal amount of $2,512,700 (the "Note") and such default remains uncured for a period of at least 180 days or (b) subsequent to the first anniversary of the date hereof Esquire shall be in default in the payment of principal or accrued interest on the Note and such default remains uncured for a period of at least 60 days. Upon such termination, the Company provisions of Section 10 shall be obligated to pay terminated and of no further force or effect. 8.2 The Employee that pro-rata portion of his current semi-monthly Base Salary payment, as adjusted for any increase thereto, which is earned but unpaid as of the Termination Date, any earned but unpaid incentive compensation, any accrued but unpaid paid time off (“PTO”) due to him through the Termination Date and any unreimbursed expenses. Employee will not be entitled to, nor will he receive, any type of severance payment, unless he has Good Reason, as defined below, to may terminate this Agreement. If Agreement and his employment hereunder for the following reasons: (a) Without Employee's express written consent, the assignment to Employee has Good Reason then he shall receive the severance outlined in subsection (B)(ii)(b) below addressing Termination by the Company without Cause, subject to its requirements for receipt of such payment. If Employee terminates Employee’s employment pursuant to this subsection (B)(i), then the Company, at its option, may require Employee to cease providing services during the thirty (30) day notice period required therein; provided, however, for purposes of calculating payment upon termination under this Agreement, Employee shall be treated as if he was employed during such thirty (30) day period. “Good Reason” shall mean (1) a material involuntary reduction in Employee’s duties, authority, reporting responsibility or function by the Company, (2) any duties which would constitute a material reduction in Employee’s compensation package 's authority or responsibilities as contemplated by Section 2 hereof; (b) Failure by the Corporation to comply with any material provision of Section 3 hereof, which is not remedied by the Corporation promptly after receipt of notice thereof given by the Employee; (c) The Corporation's requiring Employee to be based at any office or location outside of Orange County, California, except for travel assignments which are reasonably required for the full discharge of Employee's responsibilities; or (d) Any termination by the Corporation of Employee's employment otherwise than as permitted by this Agreement. 8.3 If the Employee terminates this Agreement for the reasons set forth in Section 8.1 or 8.2 hereof or if the Corporation terminates Employee's employment other than for Cause or disability, the Corporation shall be obligated to make payments to Employee equal to Employee's salary in effect at the date of termination for the balance of the term of this Agreement, without limitation to any other rights to which Employee my be entitled as mutually agreeda matter of law. Notwithstanding the foregoing, the amounts Employee is entitled to receive pursuant to this Section 8.3 shall be reduced by the amount of any compensation which Employee may receive, in respect of the period covered by this Section 8.3 from any company or other entity engaged in the court reporting business which is in direct competition with the Corporation or any of its subsidiaries, regardless of whether such compensation is received as an employee, consultant or otherwise. Termination of this Agreement by Employee for the reasons set forth in Sections 8.1 or 8.2 shall not impair or in any other way adversely affect the right to enforce his rights under the Note. 8.4 Any termination by the Corporation for Cause or for disability or by the Employee for the reasons set forth in Section 8.1 or 8.2 shall be communicated by Notice of Termination to the other party given in accordance with Section 12 hereof. For purposes of this Agreement, a "Notice of Termination" means a written notice which (i) indicates the specific termination provision in this Agreement relied upon, (3ii) sets forth in reasonable detail the facts and circumstances claimed to provide a basis for termination of the Employee’s involuntary relocation to a principal place of work more 's employment under the provision so indicated and (iii) if the termination date is other than thirty (30) miles from Charlotte, North Carolina or (4) a material breach by the Company of its obligations hereunder, provided that, upon the occurrence of any of these acts or omissions, Employee gives the Company notice of his belief that he has Good Reason to terminate this Agreement and the Company fails to cure within thirty (30) business days date of receipt of Employee’s the notice, specified the termination date of this Agreement (which date shall not be more than 15 days after the giving of such notice). "Date of Termination" means the date of receipt of the Notice of Termination or the date specified therein, as the case may be. 9.

Termination by Employee. In If Employee shall desire to terminate Employee’s employment for any reason, whether or not during the event Term and whether or not for Good Reason, Employee terminates shall first give the Company or LogistiCare not less than sixty (60) days prior written notice of termination (it being understood that Employee’s resignation from the Company or LogistiCare shall be deemed resignation from both of them); provided that if Employee gives notice of Good Reason, which is subsequently cured within the prescribed cure period, such notice shall not constitute notice of termination. Upon a termination of Employee’s employment with the Company and LogistiCare under this Section 5(d), the effective date of termination shall be the date set forth in Employee’s resignation notice (assuming such date is in compliance with the notice provisions of this Section 5(d)) or an earlier date as determined by the Company after the Company’s receipt of such notice, in its sole discretion, but not earlier than the date on which the Company learned of Employee’s decision to terminate Employee’s employment. For purposes of this Agreement, the Company shall be obligated to pay Employee that pro-rata portion of his current semi-monthly Base Salary payment, as adjusted for any increase thereto, which is earned but unpaid as of the Termination Date, any earned but unpaid incentive compensation, any accrued but unpaid paid time off (“PTO”) due to him through the Termination Date and any unreimbursed expenses. Employee will not be entitled to, nor will he receive, any type of severance payment, unless he has Good Reason, as defined below, to terminate this Agreement. If Employee has Good Reason then he shall receive the severance outlined in subsection (B)(ii)(b) below addressing Termination by the Company without Cause, subject to its requirements for receipt of such payment. If Employee terminates Employee’s employment pursuant to this subsection (B)(i), then the Company, at its option, may require Employee to cease providing services during the thirty (30) day notice period required therein; provided, however, for purposes of calculating payment upon termination under this Agreement, Employee shall be treated as if he was employed during such thirty (30) day period. “Good Reason” shall mean the occurrence of any of the following that is not cured within thirty (130) a material involuntary reduction in days of Employee’s duties, authority, reporting responsibility or function by written notice that the Company, occurrence constitutes Good Reason: (2i) a material reduction in of Employee’s compensation package position, duties, or responsibilities with the Company and LogistiCare, including a requirement that the Employee report directly to any Person other than as mutually agreedthe CEO or the Board, (3ii) a reduction of Employee’s involuntary relocation Base Salary provided in section 3(a) of this Agreement, other than a reduction which is generally applicable to a principal place all executives of work more than thirty (30) miles from Charlottethe Company and LogistiCare, North Carolina or (4iii) a material breach by the Company or LogistiCare of its obligations hereunder, this Agreement; provided that, upon that (A) any resignation for Good Reason must be made within sixty (60) days of the occurrence of set forth in (i) – (iii) above and (B) any of these acts or omissions, resignation by Employee gives while the Company notice or LogistiCare has “Cause” for termination of his belief that he has Employee shall be considered to be a resignation without Good Reason to terminate this Agreement and the Company fails to cure within thirty (30) business days of receipt of Employee’s notice.Reason. The 7

Termination by Employee. In the event Employee terminates this Agreement, the Company shall be obligated to pay Employee that pro-rata portion of his current semibi-monthly weekly Base Salary payment, as adjusted for any increase thereto, which is earned but unpaid as of the Termination Date, any earned but unpaid incentive compensation, any accrued but unpaid paid time off (“PTO”) due to him through the Termination Date and any unreimbursed expenses. Employee will not be entitled to, nor will he receive, any type of severance payment, unless he has Good Reason, as defined below, to terminate this Agreement. If Employee has Good Reason then he shall receive the severance outlined in subsection (B)(ii)(b) below addressing Termination by the Company without Cause, subject to its requirements for receipt of such payment. If Employee terminates Employee’s employment pursuant to this subsection (B)(i), then the Company, at its option, may require Employee to cease providing services during the thirty (30) day notice period required therein; provided, however, for purposes of calculating payment upon termination under this Agreement, Employee shall be treated as if he was employed during such thirty (30) day period. “Good Reason” shall mean (1) a material involuntary reduction in Employee’s duties, authority, reporting responsibility or function by the Company, (2) a material reduction in Employee’s compensation package other than as mutually agreed, (3) Employee’s involuntary relocation to a principal place of work more than thirty (30) miles from Charlotte, North Carolina or (4) a material breach by the Company of its obligations hereunder, provided that, upon the occurrence of any of these acts or omissions, Employee gives the Company notice of his belief that he has Good Reason to terminate this Agreement and the Company fails to cure within thirty (30) business days of receipt of Employee’s notice, and the Employee resigns within thirty (30 days after the end of such thirty (30) day cure period.

Termination by Employee. In the event As provided in Section 3, Employee terminates this Agreement, the Company shall be obligated to pay Employee that pro-rata portion of his current semi-monthly Base Salary payment, as adjusted may resign Employee’s employment with XOMA at any time and for any increase thereto, which is earned but unpaid as of the Termination Date, any earned but unpaid incentive compensation, any accrued but unpaid paid time off (“PTO”) due to him through the Termination Date and any unreimbursed expensesreason. Employee will not be entitled to, nor will he receive, to any type of the severance paymentbenefits set forth in Section 8 if Employee resigns, unless he has such resignation is for Good Reason, as defined below, to terminate this Agreement. If Employee has Good Reason then he shall receive the severance outlined in subsection (B)(ii)(b) below addressing Termination by the Company without Cause, subject to its requirements for receipt of such payment. If Employee terminates Employee’s employment pursuant to this subsection (B)(i), then the Company, at its option, may require Employee to cease providing services during the thirty (30) day notice period required therein; provided, however, for For purposes of calculating payment upon termination under this Agreement, Employee Executive shall be treated as if he was employed during such thirty (30) day period. have “Good Reason” shall mean (1) a material involuntary reduction in for resignation from employment with XOMA if any of the following actions are taken by XOMA without Employee’s duties, authority, reporting responsibility or function by the Company, prior written consent: (2i) a material reduction in Employee’s compensation package other than as mutually agreedBase Salary, unless pursuant to a salary reduction program applicable generally to XOMA’s senior employees; (3ii) a material reduction in Employee’s involuntary duties (including responsibilities and/or authorities), provided, however, that a change in job position (including a change in title) shall not be deemed a “material reduction” in and of itself unless Employee’s new duties are materially reduced from the prior duties; (iii) relocation to a of Employee’s principal place of work employment to a place that increases Employee’s one-way commute by more than thirty (30) miles from Charlotteas compared to Employee’s then-current principal place of employment immediately prior to such reloca 164720131 v6 tion, North Carolina or (4iv) a any other material breach by of this Agreement, including, but not limited to, a breach of Section 12 of this Agreement. In order for Employee to resign for Good Reason, each of the Company of its obligations hereunder, provided that, upon following requirements must be met: (A) Employee must provide written notice to the Board within ninety (90) days after the first occurrence of any the event giving rise to Good Reason setting forth the basis for Employee’s resignation, (B) Employee must allow XOMA at least sixty (60) days from receipt of these acts or omissionssuch written notice to cure such event, (C) such event is not reasonably cured by XOMA within such sixty (60) day period (the “Cure Period”), and (D) Employee must resign from all positions Employee then holds with XOMA not later than one hundred eighty (180) days following the first occurrence of the event giving rise to Good Reason. If Employee resigns for Good Reason, Employee gives shall be entitled to the Company notice of his belief that he has Good Reason to terminate this Agreement and the Company fails to cure within thirty (30) business days of receipt of Employee’s noticeseverance benefits set forth in Section 8.