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. 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 the event If Employee terminates this Agreement, his employment with the Company shall be obligated for any reason other than as a result of his death or Disability or his resignation for “good reason” (as defined below), then all the obligations of the Company set forth in this Agreement will cease, other than the obligation to pay Employee that pro-rata portion of Employee, on his current semi-monthly Base Salary payment, as adjusted for any increase thereto, which is earned but unpaid as of the Termination Dateemployment termination date, any earned but unpaid incentive compensation, compensation for services rendered through that termination date and any accrued but unpaid paid time off unused vacation days as of that termination date (collectively, the “PTOAccrued Obligations”) 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 his employment with the Company for “good reason” (as defined below) during the Term, then in addition to Employee’s right to receive the Accrued Obligations, Employee will, upon Employee’s satisfaction of the Release Condition set forth in Section 7(b) below, become entitled to the Separation Payment (as defined below) and the Additional Payments (as defined below), to the same extent as if 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 had been terminated by the Company “without cause” (as defined below) during the Term, and Employee will also be entitled, in accordance with the applicable provisions of its obligations hereunderSection 4 above, provided that, upon to the occurrence accelerated vesting of any equity awards Employee holds at the time of these acts or omissionssuch termination. Following Employee’s termination of his employment with the Company under this Section 7(a), Employee gives will continue to be obligated to comply with the Company notice terms of his belief that he has Good Reason to terminate this Employee’s Proprietary Information and Inventions Agreement and the Company fails to cure within thirty (30) business days of receipt of Employee’s noticerestrictive covenants set forth in Section 9 below.

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 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 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 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. 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. Employee may terminate Employee’s employment hereunder upon thirty (30) days’ prior written notice to Employer. If Employee terminates his employment other than for (a) death, (b) disability, (c) failure of Employer to pay Employee’s compensation when due, (d) an uncured default of this Agreement by Employer following written notice to Employer and a reasonable opportunity for Employer to cure, or (e) material reductions in Employee’s duties and responsibilities without his consent, and (f) a change of control of Employer other than through a public offering, Employee shall have no right to receive any compensation or benefit hereunder or otherwise from Employer or any member of the Employer Group on and after the effective date of termination of employment other than (1) unpaid Base Salary earned to the date of termination of employment (which shall be paid on Employer’s next scheduled payroll date), (2) expense reimbursement pursuant to Section 3(e), and (3) benefits provided pursuant to Section 3(c), subject to the terms and conditions applicable thereto. In the event that Employee terminates this AgreementAgreement as a result of Sections 12(c),(d),(e) or (f), Employee shall have no right to receive any compensation or benefit hereunder or otherwise from Employer or any member of the Company Employer Group on and after the effective date of termination of employment other than (1) unpaid Base Salary earned to the date of termination of employment (which shall be obligated to pay Employee that pro-rata portion of his current semi-monthly Base Salary paymentpaid on Employer’s next scheduled payroll date), as adjusted for any increase thereto, which is earned but unpaid as of the Termination Date, (2) any earned but unpaid incentive compensation, any accrued but unpaid paid time off bonus then payable to Employee (“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 which shall be treated as if he was employed during such thirty (30) day period. “Good Reason” shall mean (1) a material involuntary reduction in Employeepaid on Employer’s duties, authority, reporting responsibility or function by the Company, (2) a material reduction in Employee’s compensation package other than as mutually agreednext scheduled payroll date), (3) Employee’s involuntary relocation expense reimbursement pursuant to a principal place of work more than thirty Section 3(d) and (30) miles from Charlottee), North Carolina or (4) a material breach by benefits provided pursuant to Section 3, subject to the Company terms and conditions applicable thereto, and (5) twelve (12) months 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 noticeBase Salary.

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. Notwithstanding anything to the contrary in this Agreement or otherwise, Employee at any time during or after the Term may terminate Employee's employment with or without "cause" (as hereinafter defined) upon thirty (30) days written notice and Employee shall thereafter be released from all his obligations under this Agreement except pursuant to paragraphs 7, 8, 9 and 10 hereof. In the event Employee's employment is terminated by Employee terminates with cause at any time during the Term, (a) the Company shall pay to Employee in the normal course the Base Salary for the remainder of the Term, (b) Employee shall immediately vest such Options as would have vested pursuant to Section 3(C) of this AgreementAgreement had he remained employed by the Company during the entire Term, (c) Employee shall receive such shares of Common Stock as he would have received pursuant to Section 3(D) of this Agreement had he remained employed by the Company during the entire Term, provided that the Corporate Targets are achieved and (d) in lieu of Incentive Compensation, the Company shall be obligated pay to pay Employee that pro-rata portion of his current semi-monthly in the normal course an additional amount equal to nine (9) months' Base Salary payment, as adjusted for any increase thereto, which is earned but unpaid as if such termination occurs during the first year of the Termination DateTerm or six (6) months' Base Salary if such termination occurs during the second year of the Term. For purposes of this paragraph 11(C), termination for "cause" shall be deemed to exist upon (i) a breach of 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 material provision 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 Agreement by the Company without Causeand, subject if such breach is reasonably susceptible to its requirements for receipt of such payment. If Employee terminates Employee’s employment pursuant cure, the failure to this subsection cure same within five (B)(i), then 5) days after notice thereof to the Company, or (ii) the filing by the Company under any state or Federal bankruptcy or insolvency laws. In the event that Employee's employment is terminated by Employee without cause at its option, may require Employee to cease providing services any time during the thirty (30) day notice period required therein; providedTerm, however, for purposes of calculating payment upon termination the Company shall have no further obligation to Employee 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. 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 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 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 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. 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 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. 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. Employee may terminate this Agreement for Good Reason (defined below) upon 30 days prior written notice to Employer. In the event that Employee terminates this AgreementAgreement pursuant to this Section 7(b), the Company Employee shall be obligated entitled to pay receive (x) Employee’s Base Compensation and the benefits to which 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 entitled under this Agreement through the Termination Date, any earned but unpaid incentive compensation, any accrued but unpaid paid time off plus (“PTO”y) 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, Proportionate Share (as defined below, to terminate this Agreement. If Employee has Good Reason then he shall receive the severance outlined in subsection (B)(ii)(bSection 7(f)) 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 Incentive Compensation, plus (B)(i), then the Company, at its option, may require Employee to cease providing services during the thirty z) severance payments in an aggregate amount of twenty four (3024) day notice period required thereinmonths’ Base Compensation; provided, however, for purposes of calculating that if Employee has received a Change in Control Bonus, then no severance payment upon termination shall be due or payable under clause (z). As used in 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 the reduction in by Employer of Employee’s dutiesBase Compensation without Employee’s consent, authority, reporting responsibility or function (ii) the failure by the CompanyCompany or Employer to provide in any material respect any of the payments, benefits or conditions of employment to which Employee is entitled under this Agreement or the establishment by Employer of any material impediment to Employee’s opportunity to earn Incentive Compensation; (2iii) a material reduction or alteration in Employee’s compensation package other than authority, duties or responsibilities as mutually agreed, provided in Section 1 (3and Exhibit A) 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 or Employer, without Employee’s consent; provided that Employee shall be deemed to have consented to such reduction or alteration in duties if Employee does not object to such reduction or alteration in writing within 60 days of its obligations hereunderthe implementation of such reduction or alteration, provided that, upon the occurrence of any of these acts or omissions, Employee gives (iv) a situation where the Company notice or Employer, through a formal assignment of his belief that he has Good Reason duties or otherwise, requires Employee to terminate this Agreement and take any act which would be a violation of federal, state or local law or the Company fails to cure within thirty (30) business days of receipt of EmployeeCompany’s noticeCharter or bylaws.