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

Termination by Executive for Good Reason. Executive may terminate Executive’s employment with the Company by resigning from employment with the Company for Good Reason. The term “Good Reason” shall mean the occurrence, without Executive’s prior written consent, of any one or more of the following: (i) a material reduction in Executive’s base salary (unless pursuant to a salary reduction program applicable generally to the Company’s similarly situated senior executives); (ii) a material reduction in Executive’s authority, duties or responsibilities; (iii) a relocation of Executive’s principal place of employment with the Company (or its successor, if applicable) to a place that increases Executive’s one-way commute by more than fifty (50) miles as compared to Executive’s then-current principal place of employment immediately prior to such relocation, except for required travel by Executive on the Company’s business to an extent substantially consistent with Executive’s business travel obligations prior to the such relocation; or (iv) any other action of inaction that constitutes a material breach by the Company (or its successor, if applicable) of any material provision of this Agreement. No resignation for Good Reason shall be effective unless (1) Executive provides written notice, within ninety (90) days after the first occurrence of the event giving rise to Good Reason, to the Chairman of the Board setting forth in reasonable detail the material facts constituting Good Reason and the reasonable steps Executive believes necessary to cure, (2) the Company has had thirty (30) business days from the date of such notice to cure any such occurrence otherwise constituting Good Reason, and (3) if such event is not reasonably cured within such period, Executive must resign from all positions Executive then holds with the Company (including any position as a member of the Board) effective not later than ninety (90) days after the expiration of the cure period.

Termination by Executive for Good Reason. Executive may terminate Executive’s employment with the Company by resigning from employment with the Company for Good Reason. The term “Good Reason” shall mean the occurrence, without Executive’s prior written consent, of any one or more of the following: (i) a material reduction in Executive’s base salary of ten percent (10%) or more (unless such reduction is pursuant to a salary reduction program applicable generally to the Company’s similarly situated senior executives); (ii) a material reduction in Executive’s authority, duties or responsibilities; provided, however, that the acquisition of the Company and subsequent conversion of the Company to a subsidiary, division or unit of the acquiring company will not by itself result in a diminution of Executive’s position; (iii) a relocation of Executive’s principal place of employment with the Company (or its successor, if applicable) to a place that increases Executive’s one-way commute by more than fifty twenty five (5025) miles as compared to Executive’s then-current principal place of employment immediately prior to such relocation, except for required travel by Executive on the Company’s business to an extent substantially consistent with Executive’s business travel obligations prior to the such relocation; or (iv) any other action of inaction that constitutes a material breach by the Company (or its successor, if applicable) of any material provision of this Agreement. No resignation for Good Reason shall be effective unless (1) Executive provides written notice, within ninety thirty (9030) days after the first occurrence of the event giving rise to Good Reason, to the Chairman of the Board setting forth in reasonable detail the material facts constituting Good Reason and the reasonable steps Executive believes necessary to cure, (2) the Company has had thirty (30) business days from the date of such notice to cure any such occurrence otherwise constituting Good Reason, and (3) if such event is not reasonably cured within such period, Executive must resign from all positions Executive then holds with the Company (including any position as a member of the Board) effective not later than ninety fifteen (9015) days after the expiration of the cure period. Further, no resignation for Good Reason shall be effective if prior to Executive’s written notice of resignation for Good Reason the Company first provided Executive notice of its intent to terminate Executive’s employment.

Termination by Executive for Good Reason. Executive may terminate The Executive’s employment with may be terminated by the Company by resigning from employment with the Company Executive for “Good Reason. The term .” For the purposes of this Agreement, the Executive will have “Good Reason” shall mean the occurrence, without Executive’s prior written consent, of any one or more of the following: to terminate his employment upon: (i) a material any reduction in Executive’s base salary (unless pursuant to a salary reduction program applicable generally to the Company’s similarly situated senior executives); Base Salary; (ii) a the assignment to Executive of any duties inconsistent in any material reduction in respect with Executive’s position (including, without limitation, status, office, title and reporting chain), authority, duties or responsibilities; responsibilities hereunder, or any other action that results in a material diminution in any such position, duties, authority or responsibilities hereunder; (iii) a relocation of any change in Executive’s principal place of employment with the Company (or its successor, if applicable) work to a place that increases location outside Manhattan, New York without the prior written consent of Executive’s one-way commute by more than fifty (50) miles as compared to Executive’s then-current principal place of employment immediately prior to such relocation, except for required travel by Executive on the Company’s business to an extent substantially consistent with Executive’s business travel obligations prior to the such relocation; or or (iv) any other action of inaction that constitutes a material breach by the Company (or its successor, if applicable) of any material provision Employer of this Agreement, where the breach shall continue beyond a period of fifteen (15) calendar days immediately following the Board’s receipt of written notice from the Executive thereof. No resignation A termination of employment by the Executive for Good Reason shall be effective unless effectuated by giving the Employer written notice (1) Executive provides written notice“Notice of Termination for Good Reason”), within ninety (90) not later than 60 days after following the first occurrence of the event giving rise to circumstance that constitutes Good Reason, to the Chairman of the Board setting forth in reasonable detail the material facts constituting specific conduct of the Employer that constitutes Good Reason and the reasonable steps specific provision(s) of this Agreement on which Executive believes necessary to curerelied. The Employer shall be entitled, (2) during the Company has had thirty (30) business days from the date -day period following receipt of such notice to cure any such occurrence otherwise constituting a Notice of Termination for Good Reason, and to cure the circumstances that gave rise to Good Reason, provided that the Employer shall be entitled to waive its right to cure or reduce the cure period by delivery of written notice to that effect to Executive (3) if such event 30-day or shorter period, the “Cure Period”). If, during the Cure Period, such circumstance is remedied, Executive will not reasonably cured within be permitted to terminate employment for Good Reason as a result of such circumstance. If, at the end of the Cure Period, the circumstance that constitutes Good Reason has not been remedied, Executive will be entitled to terminate employment for Good Reason during the 30-day period that follows the end of the Cure Period. If Executive does not terminate employment during such 30-day period, Executive must resign from all positions Executive then holds with the Company (including any position will not be permitted to terminate employment for Good Reason as a member result of the Board) effective not later than ninety (90) days after the expiration of the cure periodsuch event.

Termination by Executive for Good Reason. The Executive may terminate Executive’s employment with the Company by resigning from employment with the Company under this Agreement at any time for Good Reason, upon written notice by the Executive to the Company. The term “For purposes of this Agreement, Good Reason” Reason for termination shall mean the occurrencemean, without the Executive’s prior written consent, of any one or more of the following: (i) a material reduction in the assignment to the Executive of substantial duties or responsibilities inconsistent with the Executive’s base salary (unless pursuant to a salary reduction program applicable generally to position at the Company, or any other action by the Company which results in a substantial diminution of the Executive’s similarly situated senior executives)duties or responsibilities other than any such reduction which is remedied by the Company within thirty (30) days of receipt of written notice thereof from the Executive; (ii) a material reduction in requirement that the Executive work principally from a location that is twenty (20) miles further from the Executive’s authority, duties or responsibilitiesresidence than the Company’s address first written above; (iii) a relocation of ten (10) percent or greater reduction in the Executive’s principal place Base Salary, Target Bonus, excluding any reductions caused by the failure to achieve performance targets, or annual grant date fair value (as reasonably determined by the Company) of employment with equity or equity-based awards granted under any equity compensation plans of the Company (or its successor, if applicable) to a place that increases Executive’s one-way commute by more than fifty (50) miles as compared to Executive’s then-current principal place of employment immediately prior to such relocation, except for required travel by Executive vest solely based on the Company’s business to an extent substantially consistent with Executive’s business travel obligations prior to passage of time (the such relocation“Time-Based Equity Awards”); or (iv) any other action of inaction that constitutes a material breach by the Company (or its successor, if applicable) of any material provision of this Agreement. No resignation for Good Reason shall be effective not exist pursuant to any subsection of this Section 5(c) unless (1A) the Executive provides written notice, shall have delivered notice to the Company’s Board of Directors within ninety (90) days after of the first occurrence of the such event giving rise to Good Reason, to the Chairman of the Board setting forth in reasonable detail the material facts constituting Good Reason and the reasonable steps Executive believes necessary to cure, (2) the Company has had thirty (30) business days from the date of such notice to cure any such occurrence otherwise constituting Good Reason, and (3B) if such event is not reasonably cured the Company’s Board of Directors fails to remedy the circumstances giving rise to the Executive’s notice within such period, thirty (30) days of receipt of notice. The Executive must resign from all positions Executive then holds terminate employment under this Section 5(c) at a time agreed reasonably with the Company, but in any event within one hundred fifty (150) days from the occurrence of an event constituting Good Reason. For purposes of Good Reason, the Company (including shall be defined to include any position as a member successor to the Company which has assumed the obligations of the Board) effective not later than ninety (90) days after the expiration of the cure periodCompany through merger, acquisition, stock purchase, asset purchase or otherwise.

Termination by Executive for Good Reason. Executive may terminate Executive’s his employment with the Company by resigning from employment with the Company and this Agreement at any time for Good ReasonReason (as defined below). The A termination of employment and this Agreement by Executive for Good Reason shall entitle Executive to payments and other benefits as specified in Section 8.3, unless such termination occurs during the Protection Period in which case the payments and benefits in Section 8.4 shall apply. For purposes of this Agreement, the term “Good Reason” shall mean means, subject to the occurrencenotice and cure provisions herein, any of the following actions if taken without Executive’s prior written consent, : (a) the assignment to the Executive of any one or more of duties materially inconsistent with the following: position in the Corporation that Executive held immediately prior to the assignment; (ib) a material reduction Change of Control resulting in a significant adverse alteration in the status or conditions of Executive’s participation with the Corporation or other nature of Executive’s responsibilities from those in effect prior to such Change of Control, including any significant alteration in Executive’s base salary (unless pursuant to a salary reduction program applicable generally to the Company’s similarly situated senior executives); (ii) a material reduction in Executive’s authority, duties or responsibilities; (iii) a relocation of Executive’s principal place of employment with the Company (or its successor, if applicable) to a place that increases Executive’s one-way commute by more than fifty (50) miles as compared to Executive’s then-current principal place of employment responsibilities immediately prior to such relocation, except for required travel Change in Control; (c) the failure by the Company to continue to provide the Executive on with benefits substantially similar to those enjoyed by the Company’s business to an extent substantially consistent with Executive’s business travel obligations Executive prior to the such relocationfailure; or (ivd) any other action of or inaction that constitutes a material breach by the Company (or its successor, if applicable) of any material provision of this Agreement. No resignation To exercise the option to terminate employment for Good Reason, Executive must provide written notice to the Company of Executive’s belief that Good Reason exists within sixty (60) days of the initial existence of the Good Reason condition, and that notice shall describe in reasonable detail the condition(s) believed to constitute Good Reason. The Company then shall have thirty (30) days to remedy the Good Reason condition(s). If not remedied within that 30-day period or if the Company notifies Executive that it does not intend to cure such condition(s) before the end of that 30-day period, Executive may submit a notice of termination to the Company; provided, however, that the notice of termination invoking Executive’s option to terminate employment for Good Reason shall must be effective unless given no later than sixty (1) Executive provides written notice, within ninety (9060) days after the date the Good Reason condition first occurrence arose; otherwise, Executive shall be deemed to have accepted the condition(s), or the Company’s correction of the event giving such condition(s), that may have given rise to the existence of Good Reason, to the Chairman of the Board setting forth in reasonable detail the material facts constituting Good Reason and the reasonable steps Executive believes necessary to cure, (2) the Company has had thirty (30) business days from the date of such notice to cure any such occurrence otherwise constituting Good Reason, and (3) if such event is not reasonably cured within such period, Executive must resign from all positions Executive then holds with the Company (including any position as a member of the Board) effective not later than ninety (90) days after the expiration of the cure period.

Termination by Executive for Good Reason. Executive may terminate Subject to the payment of Termination Benefits pursuant to Section 6(e) below, Executive’s employment with under this Agreement also may be terminated by Executive for Good Reason (as defined below) (which termination must be within one hundred twenty (120) days of the occurrence of the event or events giving rise to such Good Reason) by written notice to the Board of Directors setting forth such Good Reason and giving the Company by resigning from employment with the Company for a reasonable period of time, not less than ten (10) business days, to eliminate and cure such Good Reason. The term For purposes of this Agreement, “Good Reason” shall mean the occurrence, without Executive’s prior written consent, occurrence of any one or more of the followingfollowing events: (i) a material reduction substantial adverse change in the nature or scope of the Executive’s base salary (unless pursuant to a salary reduction program applicable generally to the Company’s similarly situated senior executives)responsibilities, authorities, powers, functions or duties under this Agreement; (ii) a material reduction in the Executive’s authorityannual Base Salary, duties except for an across-the-board salary reduction similarly affecting all or responsibilitiessubstantially all management employees; or (iii) a relocation of Executive’s principal place of employment with requirement by the Company (or its successor, if applicablenot consented to by the Executive) to a place that increases Executive’s one-way commute by more the Executive be based anywhere other than fifty thirty (5030) miles as compared to Executive’s then-current principal place of employment immediately prior to such relocationfrom Wilmington, except for required travel by Executive on the Company’s business to an extent substantially consistent with Executive’s business travel obligations prior to the such relocationMassachusetts; or (iv) any other action of inaction that constitutes a material the breach by the Company (or its successor, if applicable) of any of its material provision of obligations under this Agreement. No resignation for Good Reason shall be effective unless (1) , but only after notice by the Executive provides written notice, within ninety (90) days after the first occurrence of the event giving rise to Good Reason, to the Chairman Company of the Board setting forth in reasonable detail the material facts constituting Good Reason such breach and the reasonable steps Executive believes necessary Company’s failure to cure, (2) the Company has had cure such breach within thirty (30) business days from the date of receipt of such notice to cure any such occurrence notice. It is expressly agreed and understood that if Executive’s employment is terminated by Executive for Good Reason as provided in this Section 6(c), it shall not impair or otherwise constituting Good Reason, affect Executive’s Continuing Obligations (as defined below). It is further expressly agreed and (3) understood that if such event is not reasonably cured within such period, Executive must resign from all positions Executive then holds with the Company (including any position elects not to extend the Term as provided in Section 2 above, such election shall be deemed a member of the Board) effective not later than ninety (90) days after the termination upon expiration of the cure periodTerm of the Executive’s employment under this Agreement without cause under this Section 6(d) and shall entitle the Executive to payment of the Termination Benefits pursuant to Section 6(e).

Termination by Executive for Good Reason. Executive may has the right, in his reasonable determination at any time during the Term, to terminate Executive’s employment with the Company by resigning from his employment with the Company for Good ReasonReason (as defined in this Section 6(c) below) by giving written notice to the Company as described in this Section 6(c) below. The term “Prior to the effectiveness of termination for Good Reason” , within thirty (30) calendar days following the existence of a condition constituting Good Reason, Executive shall provide written notice to the Company specifically identifying the reason or reasons which are alleged to constitute Good Reason, and an opportunity to cure within a period of not less than thirty (30) days; provided, however, that Executive shall have no obligation to continue his employment with the Company following such thirty (30) calendar day notice period unless the Company cures the event(s) giving rise to Executive's Good Reason notice. As used in this Section 6(c), the term "Good Reason "shall mean the occurrence, without Executive’s prior written consent, of any one or more of the following: (i) a material reduction diminution in Executive’s base salary (unless pursuant to a salary reduction program applicable generally to the Company’s similarly situated senior executives); (ii) a material reduction in Executive’s 's authority, duties or responsibilities; (iiiii) a relocation of Executive’s principal requiring Executive to move his place of employment with the Company (or its successor, if applicable) to a place that increases Executive’s one-way commute by more than fifty (50) 75 miles as compared to Executive’s then-current principal from his place of employment immediately prior to such relocation, except for required travel by Executive on the Company’s business to an extent substantially consistent with Executive’s business travel obligations prior to the such relocationmove; or (iviii) any other action of inaction that constitutes a material breach by the Company (or its successor, if applicable) of any material provision of this Agreement; provided that in any such case Executive has not consented thereto. No resignation In addition to the foregoing requirements, in no event shall an Executive's termination of his employment be considered for Good Reason unless such termination occurs within two (2) years following the initial existence of one of the conditions specified in clauses (i), (ii) and (iii) of the preceding sentence. If Executive terminates his employment for Good Reason, the Company's obligation to Executive shall be limited solely to (i) unpaid Base Salary plus any accrued but unpaid benefits to the effective date of termination, any unpaid bonus earned in accordance with the then applicable bonus plan or program to the effective date of termination; (ii) if there is no unpaid bonus earned for the year of termination, an amount equal to the product of 100% of Executive's Base Salary multiplied by a fraction, the numerator of which is the number of days he is employed by the Company during the year in which the termination occurs and the denominator of which is 365 and, if the date of termination occurs prior to the date on which the annual bonus, if any, for the immediately preceding year would otherwise be paid, an amount equal to the annual bonus that would have been paid to Executive for such immediately preceding year, based on the actual achievement of applicable performance goals and without regard to whether Executive is employed on the date the bonus otherwise would have been paid; (iii) severance in an amount equal to Executive's then-current Base Salary for a period of eighteen (18) months; and (iv) if Executive is eligible for and timely elects COBRA coverage for health insurance coverage, payment of Executive's COBRA premiums for the health insurance coverage for himself and his eligible dependents for a period of up to eighteen (18) months, payments to be made on a monthly basis when the premiums are due, and in the event of the death of Executive before the expiration of such eighteen (18)-month period, the Company shall, for the remainder of such period, continue to pay the COBRA premiums for the Executive's dependents (including his spouse, if any) who were receiving COBRA coverage at the time of his death. Executive's rights with regard to equity incentive awards, including stock options and restricted stock units, shall be governed by separate applicable agreements entered into between Executive and the Company. As a condition to his receipt of the post-employment payments and benefits under clauses (ii), (iii) and (iv) of the first sentence of this Section 6(c), Executive must be in compliance with Section 5 of this Agreement, and must execute, return, not rescind and comply with a general release of claims agreement in favor of the Company and related entities and individuals, within the timeframe and in a form to be prescribed by the Company. The amount described in clause (ii) of the first sentence of this paragraph shall be paid on the ninetieth (90th) calendar day after the date of Executive's termination of employment, and the severance described in clause (iii) of the first sentence of this paragraph shall be paid in equal installments according to the normal payroll schedule, the first payment to Executive to be made on the next scheduled payroll date that occurs on or after the ninetieth (90th) day after the date of Executive's termination of employment, provided that, in the case of amounts described in clauses (ii) and (iii) of the first sentence of this Section 6(c), the Company has received the signed general release of claims agreement and Executive has not rescinded such agreement within the rescission period set forth in such agreement. Executive shall have no duty to mitigate damages under this Section 6(c) during the applicable severance period and, in the event Executive shall subsequently receive income from providing Executive's services to any person or entity, including self-employment income, or otherwise, then no such income shall in any manner offset or otherwise reduce the payment obligations of the Company hereunder. Notwithstanding anything herein to the contrary, this Section 6(c) shall not apply if Executive terminates his employment with the Company or a succeeding entity for Good Reason upon or within one year of a Change of Control at any time during the Term as described in Section 7 hereof. In such case, Section 7 of this Agreement shall control. Executive has the right, at any time during the Term, to terminate his employment with the Company without Good Reason (as defined above) by giving written notice to the Company, which termination shall be effective unless sixty (160) Executive provides written notice, within ninety (90) days after the first occurrence of the event giving rise to Good Reason, to the Chairman of the Board setting forth in reasonable detail the material facts constituting Good Reason and the reasonable steps Executive believes necessary to cure, (2) the Company has had thirty (30) business calendar days from the date of such notice to cure any such occurrence otherwise constituting written notice. If Executive terminates his employment without Good Reason, the Company's obligation to Executive shall be limited solely to the payment of unpaid Base Salary accrued up to the effective date of termination plus any accrued but unpaid bonus and (3) if such event is not reasonably cured within such period, Executive must resign from all positions Executive then holds with the Company (including any position as a member of the Board) effective not later than ninety (90) days after the expiration of the cure periodbenefits.

Termination by Executive for Good Reason. Executive may terminate Executive’s the Term and his employment with the Company by resigning from employment with the Company for Good Reason. The term For purposes of this Agreement, “Good Reason” shall mean means the occurrenceoccurrence of any of the following, in each case without Executive’s prior written consent, of any one or more of the following: (i1) a material reduction in Executive’s base salary Base Salary, (unless pursuant to a salary reduction program applicable generally to the Company’s similarly situated senior executives); (ii) a material reduction in Executive’s authority, duties or responsibilities; (iii2) a relocation of Executive’s principal place of employment with the Company (or its successor, if applicable) to a place that increases Executive’s one-way commute by location more than fifty (50) miles as compared to Executive’s then-current principal place of employment immediately prior to such relocation, from the location(s) identified in Section 1.A (except for required travel by Executive on the Company’s Company business to an extent substantially consistent with Executive’s business travel obligations prior to the such relocationobligations), (3) a material, adverse change in Executive’s authority, duties or responsibilities (other than temporarily while Executive is physically or mentally incapacitated or as required by applicable law); or (iv4) any other action of inaction that constitutes a material breach by the Company (or its successor, if applicable) of any material provision of this AgreementAgreement or any other written agreement between the Company and Executive. No resignation for Notwithstanding the foregoing, an occurrence described above which otherwise may constitute Good Reason hereunder shall be effective unless not constitute Good Reason if: (1x) Executive provides fails to provide written notice, notice to the Company of the occurrence alleged to constitute Good Reason hereunder within ninety (90) days after the first Executive reasonably determines in good faith that such occurrence of the event giving rise to Good Reason, to the Chairman of the Board setting forth in reasonable detail the material facts constituting Good Reason and the reasonable steps Executive believes necessary to curehas initially occurred, (2y) the Company has had cures, corrects or otherwise remedies such occurrence within ten (10) business days after the Company’s receipt of Executive’s written notice hereunder, or (z) in the event the Company does not cure, correct or otherwise remedy such occurrence as provided above, Executive fails to resign within thirty (30) business days from after the date end of such notice to cure any such occurrence otherwise constituting period. In the event Executive’s employment is terminated by Executive for Good Reason, and (3) if such event is not reasonably cured within such periodprovided that Executive fully complies with his obligations under this Agreement and executes a general release of all claims as required under Section 4.B, then Executive must resign from all positions Executive then holds with the Company (including any position as a member of the Board) effective not later than ninety (90) days after the expiration of the cure period.shall be paid compensation pursuant to Section 4.B.

Termination by Executive for Good Reason. Executive may terminate Executive’s employment with the Company pursuant to this Agreement may be terminated by resigning from employment with the Company Executive for Good Reason. The term “Good Reason” shall mean upon his giving 30 days written notice to the occurrence, without Company and specifying therein that he is voluntarily terminating his employment as a result of any of the following: (a) Without Executive’s prior written consent, a reduction in his then current Annual Base Salary, other than as part of across-the-board salary reductions affecting all similar executives of the Company; (b) The taking of any one or more action by the Company that would diminish the aggregate value of the following: benefits provided to the Executive under the Executive’s medical, health, accident, disability insurance, life insurance and retirement plans in which he was participating on the date of this Agreement, other than any such reduction which is (i) a material reduction in Executive’s base salary (unless pursuant to a salary reduction program applicable generally to the Company’s similarly situated senior executives); required by law, (ii) implemented in connection with a material reduction in Executive’s authoritygeneral arrangement affecting all employees or affecting the group of employees (senior management) of which the Executive is a member, duties or responsibilities; (iii) a generally applicable to all beneficiaries of such plans; (c) A reduction in duties and responsibilities; (d) A relocation of Executive’s principal place of employment with the Company (or its successor, if applicable) to a place that increases Executive’s one-way commute business by more than fifty (50) miles as compared to Executive’s then-current principal place of employment immediately prior 20 miles, unless Executive consents to such relocation, except for required travel by Executive on the Company’s business to an extent substantially consistent with Executive’s business travel obligations prior to the such relocation; or or (ive) The Company materially breaches any other action of inaction that constitutes a material breach by the Company (or its successor, if applicable) of any material provision of this Agreement. No resignation for An event that is or would constitute Good Reason shall cease to be effective unless Good Reason if: (1x) Executive provides written notice, does not terminate his employment within ninety (90) 90 days after the first occurrence of the event giving rise to Good Reason, to the Chairman of the Board setting forth in reasonable detail the material facts constituting Good Reason and the reasonable steps Executive believes necessary to cure, occurs; or (2y) the Company has had thirty (30) reverses the action or cures the default that constitutes Good Reason within 10 business days from the date of such notice to cure any such occurrence otherwise constituting Good Reason, and (3) if such event is not reasonably cured within such period, after Executive must resign from all positions Executive then holds with notifies the Company (including any position as a member of the Board) effective not later than ninety (90) days after the expiration of the cure periodin writing that Good Reason exists.

Termination by Executive for Good Reason. Executive may terminate Executive’s his employment with the Company by resigning from employment with the Company and this Agreement at any time for Good ReasonReason (as defined below). The A termination of employment and this Agreement by Executive for Good Reason shall entitle Executive to payments and other benefits as specified in Section 6.3, unless such termination occurs during the Protection Period in which case the payments and benefits in Section 6.4 shall apply. For purposes of this Agreement, the term “Good Reason” shall mean means, subject to the occurrencenotice and cure provisions herein, any of the following actions if taken without Executive’s prior written consent, of any one or more of the following: (ia) a material reduction in of Executive’s base Base Salary, unless the salary (unless pursuant to or compensation reduction is part of a salary general reduction program applicable generally to for all executive officers of the Company’s similarly situated senior executives); (iib) a material reduction in Executive’s authority, duties or responsibilities; (iii) a permanent relocation of Executive’s principal place of employment with to any location outside of a fifty mile radius of the location from which Executive served the Company (or its successor, if applicable) to a place that increases Executive’s one-way commute by more than fifty (50) miles as compared to Executive’s then-current principal place of employment immediately prior to such the relocation, provided such relocation is a material change in the geographic location at which Executive must provide services for purposes of Section 409A of the Code and the regulations thereunder; (c) any material reduction in Executive’s authority, responsibilities or duties (except for any reduction for Cause as defined above); (d) a material reduction in the authority, responsibilities or duties of the supervisor to whom Executive is required travel by Executive on the Company’s business to an extent substantially consistent with Executive’s business travel obligations prior to the such relocationreport; or (ive) any other action of or inaction that constitutes a material breach by the Company (or its successor, if applicable) of any material provision of this Agreement. No resignation To exercise the option to terminate employment for Good Reason, Executive must provide written notice to the Company of Executive’s belief that Good Reason exists within sixty (60) days of the initial existence of the Good Reason condition, and that notice shall describe in reasonable detail the condition(s) believed to constitute Good Reason. The Company then shall have thirty (30) days to remedy the Good Reason condition(s). If not remedied within that 30-day period or if the Company notifies Executive that it does not intend to cure such condition(s) before the end of that 30-day period, Executive may submit a notice of termination to the Company; provided, however, that the notice of termination invoking Executive’s option to terminate employment for Good Reason shall must be effective unless given no later than one hundred (1) Executive provides written notice, within ninety (90100) days after the date the Good Reason condition first occurrence arose; otherwise, Executive shall be deemed to have accepted the condition(s), or the Company’s correction of the event giving such condition(s), that may have given rise to the existence of Good Reason, to the Chairman of the Board setting forth in reasonable detail the material facts constituting Good Reason and the reasonable steps Executive believes necessary to cure, (2) the Company has had thirty (30) business days from the date of such notice to cure any such occurrence otherwise constituting Good Reason, and (3) if such event is not reasonably cured within such period, Executive must resign from all positions Executive then holds with the Company (including any position as a member of the Board) effective not later than ninety (90) days after the expiration of the cure period.

Termination by Executive for Good Reason. At any time during the Term, Executive may terminate Executive’s his employment with the Company by resigning from employment with the Company for Good ReasonReason by giving APSI sixty (60) days’ prior written notice specifying in such notice the basis for the Good Reason termination. The term For purposes of this Agreement, “Good Reason” shall mean means the occurrence, occurrence of any of the following events without Executive’s prior written consent, of any one or more of the following: (i) a material reduction in Executive’s base salary (unless pursuant failure of the Company to a salary reduction program applicable generally obtain the assumption of the obligations to perform the Company’s similarly situated senior executives)Agreement by any successor; (ii) a reduction of ten percent (10%) or more in the Base Salary; (iii) demotion or material reduction adverse change in Executive’s authorityprincipal position, including title and reporting relationships, duties or responsibilities; or (iiiiv) a relocation of Executive’s principal place of employment with the Company (or its successor, if applicable) to a place location that increases Executive’s one-way commute by is more than fifty thirty (5030) miles as compared to Executive’s then-current principal from the place of employment where Executive was based immediately prior to such relocation; and/or his office as of the Effective Date; provided however, except the Company will have thirty (30) days from its receipt of any written notice of the Good Reason termination in which to take corrective action to cure the Good Reason (if curable), and if the Company does not cure the Good Reason, the Good Reason termination will be effective at the end of the thirtieth (30th) day after the Company receives the written notice of Good Reason termination; and provided further, however, for required travel Executive to exercise his right to termination for Good Reason he must provide written notice of the termination for Good Reason within sixty (60) days after he knows or should have known of the initial existence of the condition listed above making any such termination a termination for Good Reason. Upon a termination by Executive on for Good Reason, the Company’s business obligation to an extent substantially consistent pay or provide him with Executive’s business travel obligations prior to the such relocation; or (iv) any other action of inaction compensation and benefits under this Agreement will immediately terminate, except that constitutes a material breach by the Company will pay or provide Executive with (or its successor, if applicablex) the Accrued Compensation and (y) the aggregate Base Salary owed for the remaining period of any material provision the Term (together the “Severance Payment”). The Severance Payment will be paid in a single lump sum payment within thirty (30) days of this Agreementthe Termination Date. No resignation for Good Reason shall The Severance Payment is subject to all applicable payroll tax withholdings. The Accrued Compensation will be effective unless paid within thirty (1) Executive provides written notice, within ninety (9030) days after the first occurrence of the event giving rise to Good Reason, to the Chairman of the Board setting forth in reasonable detail the material facts constituting Good Reason and the reasonable steps Executive believes necessary to cure, (2) the Company has had thirty (30) business days from the date of such notice to cure any such occurrence otherwise constituting Good Reason, and (3) if such event is not reasonably cured within such period, Executive must resign from all positions Executive then holds with the Company (including any position as a member of the Board) effective not later than ninety (90) days after the expiration of the cure periodTermination Date.

Termination by Executive for Good Reason. Executive may terminate Executive’s employment with the Company by resigning from employment with the Company for Good Reason (as defined below) by delivering to the Company a Notice of Termination not less than thirty (30) days prior to the termination of Executive’s employment for Good Reason. The term Company shall have the option of terminating Executive’s duties and responsibilities prior to the expiration of such thirty-day notice period. For purposes of this Agreement, “Good Reason” shall mean means voluntary resignation after any of the occurrence, following actions taken by the Company or any of its subsidiaries without Executive’s prior written consent, of any one or more of the following: (i) a material reduction in of Executive’s base salary (unless pursuant to a salary reduction program applicable generally duties and responsibilities to the Company’s similarly situated senior executivesCompany (other than any such failure resulting from incapacity due to physical or mental illness); , (ii) a material reduction in Executive’s authority, duties Base Salary or responsibilitiesTarget Bonus opportunity (not including any diminution in Base Salary permitted by Section 3(a) of this Agreement); (iii) a the relocation of Executive’s principal place of employment with the Company (or its successor, if applicable) primary office to a place that increases location more than 50 miles from the prior location and Executive’s one-way commute by more than fifty (50) miles increases as compared to Executive’s then-current principal place a result of employment immediately prior to such relocation, except for required travel by Executive on the Company’s business to an extent substantially consistent with Executive’s business travel obligations prior to the such relocation; or (iv) any other action of inaction that constitutes a material breach by the Company (or its successor, if applicable) of any a material provision of this Agreement (which for the avoidance of doubt includes Section 2(a) of this Agreement, but which would not include any promotion or lateral assignment). No resignation for Executive shall provide notice of the existence of the Good Reason shall be effective unless (1) Executive provides written notice, condition within ninety (90) days after the first occurrence of the event giving rise to Good Reason, to the Chairman date Executive learns of the Board setting forth in reasonable detail the material facts constituting Good Reason condition, and the reasonable steps Executive believes necessary to cure, (2) the Company has had shall have a period of thirty (30) business days from during which it may remedy the date of such notice to cure any such occurrence otherwise constituting Good Reasoncondition, and in case of full remedy such condition shall not be deemed to constitute Good Reason hereunder. In the event the Company is unable to remedy the Good Reason condition in all material respects within the thirty (330) if such event is not reasonably cured within such day period, Executive must resign from all positions Executive then holds Executive’s employment with the Company (including any position as a member of the Board) effective not later than ninety (90) days after shall terminate for Good Reason at the expiration of the cure thirty (30) day period.

Termination by Executive for Good Reason. At any time during the Term, Executive may terminate this Agreement and Executive’s 's employment with the Company by resigning from employment with giving the Company written notice of termination for Good ReasonReason specifying in such notice the basis for the Good Reason termination. The term For purposes of this Agreement, “Good Reason” shall mean means the occurrence, occurrence of any of the following events without Executive’s prior written 's consent, : (a) the Company provides Executive with notice of any one or more its intention not to extend the term of the following: Agreement pursuant to Section 2; (ib) the Company decreases Executive's Base Salary by more than five percent (5%) in any calendar year and such decrease is not part of a material reduction general decrease in Executive’s base salary (unless pursuant applicable to a salary reduction program applicable generally to the Company’s similarly situated all senior executives); (iic) a material reduction in the Company demotes Executive or assigns Executive to duties that are materially inferior to and inconsistent with Executive’s authority's position, duties or responsibilitiesand responsibilities immediately prior to such assignment; (iiid) a relocation of the Company eliminates or materially reduces the employee benefits provided to Executive and such elimination or reduction is not applicable to all senior executives; (e) the Company relocates Executive’s 's principal place of employment with to a location that is more than thirty (30) miles from Indianapolis and from the Company (office or its successor, if applicable) to a place that increases Executive’s one-way commute by more than fifty (50) miles as compared to Executive’s then-current principal place of employment facility at which Executive was based immediately prior to such relocation, except for required travel by Executive on ; (f) the Company’s business to an extent substantially consistent with Executive’s business travel obligations prior to the such relocationCompany materially breaches any material term of this Agreement; or (ivg) any other action of inaction that constitutes a material breach by the Company fails to obtain the assumption of the obligation to perform this Agreement by any assignee as contemplated in Section 13.1 hereof; provided, however, the Company will have thirty (or 30) days from its successor, if applicable) receipt of any material provision written notice of this Agreement. No resignation the Good Reason termination in which to take corrective action to cure the Good Reason, and if the Company does not cure the Good Reason, the Good Reason termination will be effective at the end of the thirtieth (30th) day after the Company receives the written notice of Good Reason termination; and provided further, however, for Executive to exercise his right to terminate for Good Reason, Executive must provide written notice of termination for Good Reason shall be effective unless within thirty (1) Executive provides written notice, within ninety (9030) days after the first occurrence of the event giving rise to the basis for the Good Reason termination. If this Agreement and Executive’s employment are terminated by Executive for Good Reason, the Company’s obligation to the Chairman of the Board setting forth in reasonable detail the material facts constituting Good Reason pay or provide Executive compensation and the reasonable steps Executive believes necessary to curebenefits under this Agreement shall terminate, except: (2i) the Company has had thirty shall pay Executive that portion of his Base Salary which shall have been earned through the termination date; (30ii) business days from the date of Company shall pay or provide Executive such notice to cure any such occurrence otherwise constituting Good Reasonother payments or benefits, if any, which have accrued and vested hereunder before the termination date; and (3iii) subject to Sections 7.8 and 7.9 of this Agreement, the Company shall provide Executive with the following severance benefits: (A) during the Severance Period, the Company will pay Executive severance compensation in the form of salary continuation at the Base Salary rate in effect at the time of Executive's employment termination; (B) during the Severance Period, the Company will pay Executive an additional monthly severance amount equal to one-twelfth (1/12) of the average annual cash bonus the Company paid Executive during the last three fiscal years prior to the termination date (or if such event is Executive was not reasonably cured within such period, Executive must resign from all positions Executive then holds employed with the Company for the last three fiscal years, the average shall be calculated using the number of fiscal years Executive has been employed with the Company); and (including any position as a member C) during the Severance Period, the Company will pay Executive an additional monthly severance amount equal to One Hundred Forty percent (140%) of the Board) effective not later COBRA Premium Rate. Subject to Sections 7.8 and 7.9, the Company will pay the foregoing severance benefits during the Severance Period in accordance with the Company's customary payroll practices and all such severance payments shall be subject to all applicable payroll tax withholdings. Other than ninety (90) days after the expiration of foregoing, the cure periodCompany shall have no further obligations to Executive under this Agreement.

Termination by Executive for Good Reason. Executive may terminate Executive’s employment with pursuant to this Agreement shall terminate in the Company by resigning from employment with the Company for Good Reason. The term event Executive shall determine that there is “Good Reason” to terminate Executive’s employment, which shall mean the occurrencefollowing: (i) Employer’s material breach of the terms of this Agreement or any other written agreement between Executive and Employer; or (ii) The occurrence of any of the following conditions, without Executive’s prior written consent, of any one or more of the following: : (iA) a material significant diminution in the nature or scope of Executive’s authority, title, function or duties; (B) a ten percent (10%) reduction in Executive’s base salary or a twenty-five percent (unless pursuant to a salary reduction program applicable generally to the Company’s similarly situated senior executives); (ii25%) a material reduction in Executive’s authority, duties or responsibilities; target bonus opportunity (iiiunless such reduction is part of a Company officer-wide program to reduce expenses); (C) a relocation of Executive’s principal place of employment with the Company (or its successor, if applicable) to a place that increases Executive’s one-way commute by more than fifty (50) miles as compared to Executive’s then-current principal place of employment immediately prior to such relocation, except for required travel by Executive on the Company’s business requiring Executive to be based and work out of an extent substantially consistent with Executive’s business travel obligations prior office or location more than 50 miles from the office where Executive is currently employed; (D) any material breach of the terms of this Agreement by the Company; or (E) failure of any successor or assignee to the such relocation; or (iv) any other action of inaction that constitutes a material breach by the Company (or its successor, if applicable) of any material provision of to assume this Agreement. No resignation for Provided that Executive has provided with notice of the existence of a condition giving rise to “Good Reason shall be effective unless (1) Executive provides written notice, Reason” to terminate within ninety (90) days after following the first occurrence initial existence of the event giving rise to Good Reasonsuch a condition, to the Chairman of the Board setting forth in reasonable detail the material facts constituting Good Reason and the reasonable steps Executive believes necessary to cure, (2) the Company has had Employer shall have thirty (30) business days from the date of such notice to cure any such occurrence otherwise alleged breach, assignment, reduction or requirement referenced above, after Executive provides Employer written notice of the actions or omissions constituting such breach, assignment, reduction or requirement. If Executive resigns Executive’s employment for Good Reason, Executive shall be paid no later than fourteen (14) days from the termination date in a lump sum: (i) Executive’s salary through the date of termination, (ii) for any unused vacation time, and (3iii) for any unreimbursed business expenses that are subject to reimbursement under Employer’s then current policy on business expenses. II. severance pay of twelve (12) months’ worth of Executive’s salary at the rate in effect on the termination date. III. the amount equal to the cost of twelve (12) months’ medical insurance premiums at a monthly amount equal to the amount of COBRA coverage in effect as of the termination date; and IV. an additional tax gross up payment in an amount necessary so that the amount received by Executive to cover COBRA premiums under Section 5(f)(III) after all applicable withholding tax is deducted (using applicable supplemental wage withholding rates) is the full amount Executive would have received under Section 5(f)(III) if no tax withholding was made. Such payments will be subject to all appropriate deductions and withholdings. Upon termination of Executive’s employment hereunder due to resignation for good reason, all unvested stock options, awards, or other equity grants or awards shall immediately fully vest. Executive or Executive’s estate (as the case may be) shall be entitled to receive any vested benefits required to be paid by law and any vested compensation required to be paid by law. Executive shall only be entitled to such event is severance pay if, within thirty (30) days following the date of termination, both Employer and Executive have signed (and then Executive does not reasonably cured within rescind, as may be permitted by law) a mutual general release of claims in a form mutually acceptable to both parties (provided, however, that such periodrelease of claims shall only require each party to release the other party from claims relating directly to Executive’s employment and the termination thereof, and shall not require Executive must resign from all positions Executive then holds with the Company (including any position to release claims relating to vested employee benefits or relating to other matters, including, but not limited to, claims relating to Executive’s status as a member shareholder of the Board) effective not later than ninety (90) days after the expiration of the cure periodCompany.

Termination by Executive for Good Reason. Executive may terminate Executive’s employment with the Company by resigning from employment with the Company for Good Reason. The term “Good Reason” shall mean the occurrence, without Executive’s prior written consent, of any one or more of the following: (i) a material reduction in Executive’s base salary of ten percent (10%) or more (unless such reduction is pursuant to a salary reduction program applicable generally to the Company’s similarly situated senior executives); (ii) a material reduction in Executive’s authority, duties or responsibilities; provided, however, that the acquisition of the Company and subsequent conversion of the Company to a division or unit of the acquiring company will not by itself result in a diminution of Executive’s position; (iii) a relocation of Executive’s principal place of employment with the Company (or its successor, if applicable) to a place that increases Executive’s one-way commute by more than fifty twenty five (5025) miles as compared to Executive’s then-current principal place of employment immediately prior to such relocation, except for required travel by Executive on the Company’s business to an extent substantially consistent with Executive’s business travel obligations prior to the such relocation; or (iv) any other action of inaction that constitutes a material breach by the Company (or its successor, if applicable) of any material provision of this Agreement. No resignation for Good Reason shall be effective unless (1) Executive provides written notice, within ninety thirty (9030) days after the first occurrence of the event giving rise to Good Reason, to the Chairman of the Board setting forth in reasonable detail the material facts constituting Good Reason and the reasonable steps Executive believes necessary to cure, (2) the Company has had thirty (30) business days from the date of such notice to cure any such occurrence otherwise constituting Good Reason, and (3) if such event is not reasonably cured within such period, Executive must resign from all positions Executive then holds with the Company (including any position as a member of the Board) effective not later than ninety fifteen (9015) days after the expiration of the cure period.

Termination by Executive for Good Reason. Executive may has the right, in his reasonable determination at any time during the Term, to terminate Executive’s employment with the Company by resigning from his employment with the Company for Good Reason (as defined in this Section 6(c) below) by giving written notice to the Company as described in this Section 6(c) below. Prior to the effectiveness of termination for Good Reason, the Company shall be given thirty (30) calendar days’ prior written notice from Executive, specifically identifying the reasons which are alleged to constitute Good Reason, and an opportunity to cure; provided, however, that Executive shall have no obligation to continue his employment with the Company following such thirty (30) calendar day notice period unless the Company cures the event(s) giving rise to Executive’s Good Reason notice. The As used in this Section 6(c), the term “Good Reason” shall mean the occurrence, without Executive’s prior written consent, of any one or more of the following: and include (i) assignment to Executive of duties materially inconsistent with Executive’s position, (ii) requiring Executive to move his place of employment more than 50 miles from his place of employment prior to such move, or (iii) a material reduction breach by the Company of this Agreement; provided that in Executive’s base salary (unless pursuant to a salary reduction program applicable generally to any such case Executive has not consented thereto. If Executive terminates his employment for Good Reason, the Company’s similarly situated senior executives)obligation to Executive shall be limited solely to (i) unpaid Base Salary plus any accrued but unpaid benefits to the effective date of termination, and any unpaid bonus earned in accordance with the then applicable bonus plan or program to the effective date of termination; (ii) a material reduction severance in Executive’s authority, duties or responsibilities; (iii) a relocation of Executive’s principal place of employment with the Company (or its successor, if applicable) to a place that increases Executive’s one-way commute by more than fifty (50) miles as compared an amount equal to Executive’s then-current principal place Base Salary for a period of employment immediately prior eighteen (18) months; and (iii) if Executive is eligible for and timely elects COBRA coverage for health insurance coverage, payment of Executive’s COBRA premiums for the health insurance coverage for a period of up to such relocationeighteen (18) months, except for required travel payments to be made on a monthly basis when the premiums are due. Executive’s rights with regard to equity incentive awards, including stock options and restricted stock units, shall be governed by separate applicable agreements entered into between Executive on and the Company’s business . As a condition to an extent substantially consistent his receipt of the post-employment payments and benefits under this Section 6(c), Executive must be in compliance with Executive’s business travel obligations prior to the such relocation; or (iv) any other action of inaction that constitutes a material breach by the Company (or its successor, if applicable) of any material provision Section 5 of this Agreement, and must execute, return, not rescind and comply with a general release of claims agreement in favor of the Company and related entities and individuals, within the timeframe and in a form to be prescribed by the Company. No resignation for Good Reason The severance shall be effective unless (1) paid in equal installments according to the normal payroll schedule, the first payment to Executive provides written notice, to be made on the next scheduled payroll date that occurs within ninety (90) days after the first occurrence date of the event giving rise to Good ReasonExecutive’s termination of employment, to the Chairman of the Board setting forth in reasonable detail the material facts constituting Good Reason and the reasonable steps Executive believes necessary to cure, (2) provided that the Company has had thirty received the signed general release of claims agreement and Executive has not rescinded such agreement within the rescission period set forth in such agreement. Executive shall have no duty to mitigate damages under this Section 6(c) during the applicable severance period and, in the event Executive shall subsequently receive income from providing Executive’s services to any person or entity, including self employment income, or otherwise, then no such income shall in any manner offset or otherwise reduce the payment obligations of the Company hereunder. Notwithstanding anything herein to the contrary, this Section 6(c) shall not apply if Executive terminates his employment with the Company or a succeeding entity for Good Reason upon or within one year of a Change of Control at any time during the Term as described in Section 7 hereof. In such case, Section 7 of this Agreement shall control. Executive has the right, at any time during the Term, to terminate his employment with the Company without Good Reason (30as defined above) business by giving written notice to the Company, which termination shall be effective sixty (60) calendar days from the date of such notice to cure any such occurrence otherwise constituting written notice. If Executive terminates his employment without Good Reason, the Company’s obligation to Executive shall be limited solely to the payment of unpaid Base Salary accrued up to the effective date of termination plus any accrued but unpaid bonus and (3) if such event is not reasonably cured within such period, Executive must resign from all positions Executive then holds with the Company (including any position as a member of the Board) effective not later than ninety (90) days after the expiration of the cure periodbenefits.

Termination by Executive for Good Reason. Executive may terminate Executive’s his employment with the Company by resigning from employment with the Company and this Agreement at .any time for Good ReasonReason (as defined below). The A termination of employment and this Agreement by Executive for Good Reason shall entitle Executive to payments and other benefits as specified in Section 6.3, unless such termination occurs during the Protection Period in which case the payments and benefits in Section 6.4 shall apply. For purposes of this Agreement, the term “"Good Reason” shall mean " means, subject to the occurrencenotice and cure provisions herein, any of the following actions if taken without Executive’s 's prior written consent, : (a) the assignment to the Executive of any one or more of duties inconsistent with the following: position in the Corporation that Executive held immediately prior to the assignment; (ib) a material reduction Change of Control resulting in Executive’s base salary (unless pursuant to a salary reduction program applicable generally to significant adverse alteration in the Company’s similarly situated senior executives); (ii) a material reduction in Executive’s authority, duties status or responsibilities; (iii) a relocation conditions of Executive’s principal place of employment participation with the Company (Corporation or its successor, if applicable) to a place that increases other nature of Executive’s one-way commute by more than fifty (50) miles as compared responsibilities from those in effect prior to Executivesuch Change of Control, including any significant alteration in Holder’s then-current principal place of employment responsibilities immediately prior to such relocation, except for required travel Change in Control; (c) the failure by the Company to continue to provide the Executive on with benefits substantially similar to those enjoyed by the Company’s business to an extent substantially consistent with Executive’s business travel obligations Executive prior to the such relocationfailure; or (ivd) any other action of or inaction that constitutes a material breach by the Company (or its successor, if applicable) of any material provision of this Agreement. No resignation To exercise the option to terminate employment for Good Reason, Executive must provide written notice to the Company of Executive's belief that Good Reason exists within sixty (60) days of the initial existence of the Good Reason condition, and that notice shall describe in reasonable detail the condition(s) believed to constitute Good Reason. The Company then shall have thirty (30) days to remedy the Good Reason condition(s). If not remedied within that 30-day period or if the Company notifies Executive that it does not intend to cure such condition(s) before the end of that 30-day period, Executive may submit a notice of termination to the Company; provided, however, that the notice of termination invoking Executive's option to terminate employment for Good Reason shall must be effective unless given no later than one hundred (1) Executive provides written notice, within ninety (90100) days after the date the Good Reason condition first occurrence arose; otherwise, Executive shall be deemed to have accepted the condition(s), or the Company's correction of the event giving such condition(s), that may have given rise to the existence of Good Reason, to the Chairman of the Board setting forth in reasonable detail the material facts constituting Good Reason and the reasonable steps Executive believes necessary to cure, (2) the Company has had thirty (30) business days from the date of such notice to cure any such occurrence otherwise constituting Good Reason, and (3) if such event is not reasonably cured within such period, Executive must resign from all positions Executive then holds with the Company (including any position as a member of the Board) effective not later than ninety (90) days after the expiration of the cure period.

Termination by Executive for Good Reason. Executive may terminate his employment with the Company during the Term for Good Reason upon written notice to the Company, providing the Company at least thirty (30) calendar days to remedy or cure such Good Reason event, and the Company has failed to provide such remedy or cure within such ten (10) day period (or, in the case of breaches which are capable of cure but not reasonably within such thirty day period, if the Company has not commenced efforts to cure within such ten (10) day period and has not thereafter continued diligently in good faith its efforts to cure until such cure has been effected); provided, further, that in the event that Executive’s employment with the Company is terminated by resigning from employment with the Company Executive for Good Reason, (i) the Company shall pay to the Executive the all Accrued Obligations and the pro-rata share of Bonus and Options; and (iii) the Company shall within ten (10) days after Executive gives notice of his intent to terminate his employment for Good Reason provide a release of all claims to Executive for review n, and thereafter Executive shall have sixty (60) days to execute same; within seven (7) business days after the right of revocation expires, Company shall pay Executive an aggregate lump sum payment, less applicable withholdings, in an amount equal to Executive’s then current Base Salary in accordance with Section 4 of this Agreement for twelve (12) months (collectively, the “Severance Payment”). The term Severance Payment shall be payable in cash. Further, any unvested and/or outstanding options will automatically and fully vest as of the date of such termination or resignation, as the case may be (“Accelerated Vesting”). Executive and the Company understand that in order to be eligible for the Severance Payment and Accelerated Vesting, Executive and the Company will be required to execute a release of claims in a form acceptable to the Company and the revocation period for same to expire. i. For purposes of this Agreement, “Good Reason” shall mean the occurrence, without Executive’s prior written consent, of any one or more of the following: (i) a material reduction in following without Executive’s base salary (unless pursuant to a salary reduction program applicable generally to the Company’s similarly situated senior executives); (ii) a material reduction in Executive’s authority, duties or responsibilities; (iii) a relocation of Executive’s principal place of employment with the Company (or its successor, if applicable) to a place that increases Executive’s one-way commute by more than fifty (50) miles as compared to Executive’s then-current principal place of employment immediately prior to such relocation, except for required travel by Executive on the Company’s business to an extent substantially consistent with Executive’s business travel obligations prior to the such relocation; or (iv) any other action of inaction that constitutes a material breach by the Company (or its successor, if applicable) of any material provision of this Agreement. No resignation for Good Reason shall be effective unless (1) Executive provides written notice, within ninety (90) days after the first occurrence of the event giving rise to Good Reason, to the Chairman of the Board setting forth in reasonable detail the material facts constituting Good Reason and the reasonable steps Executive believes necessary to cure, (2) the Company has had thirty (30) business days from the date of such notice to cure any such occurrence otherwise constituting Good Reason, and (3) if such event is not reasonably cured within such period, Executive must resign from all positions Executive then holds with the Company (including any position as a member of the Board) effective not later than ninety (90) days after the expiration of the cure period.consent:

Termination by Executive for Good Reason. The Executive may terminate Executive’s his employment with the Company by resigning from employment with the Company under this Agreement at any time for Good Reason, upon written notice by the Executive to the Company. The term For purposes of this Agreement, “Good Reason” for termination shall mean the occurrencemean, without the Executive’s prior written consent, of any one or more of the following: (i) the assignment to the Executive of substantial duties or responsibilities inconsistent with the Executive’s position at the Company, or any other action by the Company which results in a substantial diminution of the Executive’s duties or responsibilities other than any such reduction which is remedied by the Company within thirty (30) days of receipt of written notice thereof from the Executive; (ii) a requirement that the Executive work principally from a location that is thirty (30) miles further from the Executive’s residence than the Company’s address first written above; (iii) a material reduction in the Executive’s base salary aggregate Base Salary and other compensation (unless pursuant including the target bonus amount and retirement plans, welfare plans and fringe benefits) taken as a whole, excluding any reductions caused by the failure to a salary reduction program applicable generally to achieve performance targets and excluding any reductions on account of the Company’s similarly situated senior executives); (ii) a material reduction in Executive’s authority, duties or responsibilities; (iii) a relocation provisions of Executive’s principal place of employment with the Company (or its successor, if applicable) to a place that increases Executive’s one-way commute by more than fifty (50) miles as compared to Executive’s then-current principal place of employment immediately prior to such relocation, except for required travel by Executive on the Company’s business to an extent substantially consistent with Executive’s business travel obligations prior to the such relocationthis Agreement; or (iv) any other action of inaction that constitutes a material breach by the Company (or its successor, if applicable) of any material provision of this Agreement. No resignation for Good Reason shall be effective not exist pursuant to any subsection of this Section 5(c) unless (1A) the Executive provides written notice, shall have delivered notice to the Board of Trustees within ninety (90) days after of the first initial occurrence of the such event giving rise to Good Reason, to the Chairman of the Board setting forth in reasonable detail the material facts constituting Good Reason and the reasonable steps Executive believes necessary to cure, (2) the Company has had thirty (30) business days from the date of such notice to cure any such occurrence otherwise constituting Good Reason, and (3B) if such event is not reasonably cured the Board fails to remedy the circumstances giving rise to the Executive’s notice within such period, thirty (30) days of receipt of notice. The Executive must resign from all positions Executive then holds terminate his employment under this Section 5(c) at a time agreed reasonably with the Company, but in any event within one hundred fifty (150) days from the initial occurrence of an event constituting Good Reason. For purposes of Good Reason, the Company (including shall be defined to include any position as a member successor to the Company which has assumed the obligations of the Board) effective not later than ninety (90) days after Company through merger, acquisition, stock purchase, asset purchase or otherwise. For purposes of this Agreement, the expiration non-renewal of the cure periodEmployment Period at the end of the Initial Term or the Renewal Term does not constitute termination without Cause or resignation for Good Reason.

Termination by Executive for Good Reason. Executive may has the right, in his reasonable determination at any time during the Term, to terminate Executive’s employment with the Company by resigning from his employment with the Company for Good ReasonReason (as defined in this Section 6(c) below) by giving written notice to the Company as described in this Section 6(c) below. The term “Prior to the effectiveness of termination for Good Reason” , within thirty (30) calendar days following the existence of a condition constituting Good Reason, Executive shall provide written notice to the Company specifically identifying the reason or reasons which are alleged to constitute Good Reason, and an opportunity to cure within a period of not less than thirty (30) days; provided, however, that Executive shall have no obligation to continue his employment with the Company following such thirty (30) calendar day notice period unless the Company cures the event(s) giving rise to Executive's Good Reason notice. As used in this Section 6(c), the term " Good Reason " shall mean the occurrence, without Executive’s prior written consent, of any one or more of the following: (i) a material reduction diminution in Executive’s base salary (unless pursuant 's compensation, authority, duties or responsibilities or assignment to a salary reduction program applicable generally to the Company’s similarly situated senior executives)another executive or employee of such compensation, authority, duties or responsibilities that is or are materially inconsistent with such position or responsibilities; (ii) a material reduction in Executive’s authority, duties requiring Executive to move his place of employment more than 75 miles from his place of employment prior to such move; or responsibilities; (iii) a relocation of Executive’s principal place of employment with the Company (or its successor, if applicable) to a place that increases Executive’s one-way commute by more than fifty (50) miles as compared to Executive’s then-current principal place of employment immediately prior to such relocation, except for required travel by Executive on the Company’s business to an extent substantially consistent with Executive’s business travel obligations prior to the such relocation; or (iv) any other action of inaction that constitutes a material breach by the Company (or its successor, if applicable) of any material provision of this Agreement; provided that in any such case Executive has not consented thereto. No resignation In addition to the foregoing requirements, in no event shall an Executive's termination of his employment be considered for Good Reason unless such termination occurs within two (2) years following the initial existence of one of the conditions specified in clauses (i), (ii) and (iii) of the preceding sentence. If Executive terminates his employment for Good Reason, the Company's obligation to Executive shall be limited solely to (i) unpaid Base Salary plus any accrued but unpaid benefits to the effective date of termination, any unpaid bonus earned in accordance with the then applicable bonus plan or program to the effective date of termination; (ii) if there is no unpaid bonus earned for the year of termination, an amount equal to the product of 100% of Executive's Base Salary multiplied by a fraction, the numerator of which is the number of days he is employed by the Company during the year in which the termination occurs and the denominator of which is 365 and, if the date of termination occurs prior to the date on which the annual bonus, if any, for the immediately preceding year would otherwise be paid, an amount equal to the annual bonus that would have been paid to Executive for such immediately preceding year, based on the actual achievement of applicable performance goals and without regard to whether Executive is employed on the date the bonus otherwise would have been paid; (iii) severance in an amount equal to Executive's then-current Base Salary for a period of eighteen (18) months; and (iv) if Executive is eligible for and timely elects COBRA coverage for health insurance coverage, payment of Executive's COBRA premiums for the health insurance coverage for himself and his eligible dependents for a period of up to eighteen (18) months, payments to be made on a monthly basis when the premiums are due, and in the event of the death of Executive before the expiration of such eighteen (18)-month period, the Company shall, for the remainder of such period, continue to pay the COBRA premiums for the Executive's dependents (including his spouse, if any) who were receiving COBRA coverage at the time of his death. Executive's rights with regard to equity incentive awards, including stock options and restricted stock units, shall be governed by separate applicable agreements entered into between Executive and the Company. As a condition to his receipt of the post-employment payments and benefits under clauses (ii), (iii) and (iv) of the first sentence of this Section 6(c), Executive must be in compliance with Section 5 of this Agreement, and must execute, return, not rescind and comply with a general release of claims agreement in favor of the Company and related entities and individuals, within the timeframe and in a form to be prescribed by the Company. The amount described in clause (ii) of the first sentence of this paragraph shall be paid on the ninetieth (90th) calendar day after the date of Executive's termination of employment, and the severance described in clause (iii) of the first sentence of this paragraph shall be paid in equal installments according to the normal payroll schedule, the first payment to Executive to be made on the next scheduled payroll date that occurs on or after the ninetieth (90th) day after the date of Executive's termination of employment, provided that, in the case of amounts described in clauses (ii) and (iii) of the first sentence of this Section 6(c), the Company has received the signed general release of claims agreement and Executive has not rescinded such agreement within the rescission period set forth in such agreement. Executive shall have no duty to mitigate damages under this Section 6(c) during the applicable severance period and, in the event Executive shall subsequently receive income from providing Executive's services to any person or entity, including self employment income, or otherwise, then no such income shall in any manner offset or otherwise reduce the payment obligations of the Company hereunder. Notwithstanding anything herein to the contrary, this Section 6(c) shall not apply if Executive terminates his employment with the Company or a succeeding entity for Good Reason upon or within one year of a Change of Control at any time during the Term as described in Section 7 hereof. In such case, Section 7 of this Agreement shall control. Executive has the right, at any time during the Term, to terminate his employment with the Company without Good Reason (as defined above) by giving written notice to the Company, which termination shall be effective unless sixty (160) Executive provides written notice, within ninety (90) days after the first occurrence of the event giving rise to Good Reason, to the Chairman of the Board setting forth in reasonable detail the material facts constituting Good Reason and the reasonable steps Executive believes necessary to cure, (2) the Company has had thirty (30) business calendar days from the date of such notice to cure any such occurrence otherwise constituting written notice. If Executive terminates his employment without Good Reason, the Company's obligation to Executive shall be limited solely to the payment of unpaid Base Salary accrued up to the effective date of termination plus any accrued but unpaid bonus and (3) if such event is not reasonably cured within such period, Executive must resign from all positions Executive then holds with the Company (including any position as a member of the Board) effective not later than ninety (90) days after the expiration of the cure periodbenefits.

Termination by Executive for Good Reason. The Executive may terminate Executive’s his employment with the Company by resigning from employment with the Company under this Agreement at any time for Good Reason, upon written notice by the Executive to Coda Octopus. The term For purposes of this Agreement, “Good Reason” for termination shall mean that the occurrenceExecutive has complied with the “Good Reason Process” (hereafter defined) following the occurrence of one of the following events, without the Executive’s consent: (i) the assignment to the Executive of substantial duties or responsibilities inconsistent with the Executive’s position at Coda Octopus, or any other action by Coda Octopus which results in a substantial diminution or other substantive adverse change in the Executive’s duties or responsibilities, including, but not limited to, a substantial diminution in the Executive’s title as set forth in Section 2 hereof; (ii) a requirement that the Executive work principally from a location outside the 50 mile radius from Coda Octopus’s address first written above, without prior agreement with the Executive; (iii) Coda Octopus’s failure to pay the Executive any Base Salary or other compensation to which he becomes entitled, other than an inadvertent failure which is remedied by Coda Octopus within 30 days after receipt of written consentnotice thereof from the Executive (or ten days for failure to pay Base Salary); (iv) Coda Octopus’s failure to honor the initial equity award granted pursuant to Section 4(e), if applicable; (v) any reduction in the Executive’s aggregate Base Salary and any involuntary reduction in the Executive’s other compensation taken as a whole, excluding any reductions caused by the failure to achieve performance targets; or (vi) Coda Octopus’s material breach of any of its other material obligations under this Agreement. “Good Reason Process” shall mean that (i) Executive reasonably determines in good faith that a “Good Reason” event has occurred; (ii) Executive notifies Coda Octopus in writing of the occurrence of the Good Reason event; (iii) Executive cooperates in good faith with Coda Octopus’s efforts, for a period not less than 30 days following such notice, to modify Executive’s employment situation in a manner acceptable to Executive and Coda Octopus; and (iv) notwithstanding such efforts, one or more of the following: (i) Good Reason events continues to exist and has not been modified in a material reduction in Executive’s base salary (unless pursuant to a salary reduction program applicable generally to the Company’s similarly situated senior executives); (ii) a material reduction in Executive’s authority, duties or responsibilities; (iii) a relocation of Executive’s principal place of employment with the Company (or its successor, if applicable) to a place that increases Executive’s one-way commute by more than fifty (50) miles as compared manner acceptable to Executive’s then-current principal place of employment immediately prior . If Coda Octopus cures the Good Reason event in a manner acceptable to such relocationExecutive during the 30 day period, except for required travel by Executive on the Company’s business to an extent substantially consistent with Executive’s business travel obligations prior to the such relocation; or (iv) any other action of inaction that constitutes a material breach by the Company (or its successor, if applicable) of any material provision of this Agreement. No resignation for Good Reason shall be effective unless (1) Executive provides written notice, within ninety (90) days after the first occurrence of the event giving rise deemed not to Good Reason, to the Chairman of the Board setting forth in reasonable detail the material facts constituting Good Reason and the reasonable steps Executive believes necessary to cure, (2) the Company has had thirty (30) business days from the date of such notice to cure any such occurrence otherwise constituting Good Reason, and (3) if such event is not reasonably cured within such period, Executive must resign from all positions Executive then holds with the Company (including any position as a member of the Board) effective not later than ninety (90) days after the expiration of the cure periodhave occurred.

Termination by Executive for Good Reason. Executive may shall be entitled to terminate Executive’s employment with this Agreement at any time for “Good Reason” by giving the Company by resigning from employment with the Company for Good Reasonwritten notice of such termination. The term For purposes of this Agreement, “Good Reason” shall mean the occurrence, without Executive’s prior written consent, of any one or more of the following: (i) the Company has breached its obligations hereunder in any material respect, (ii) the Company has decreased Executive’s then current Base Salary, and/or (iii) the Company has effected a material reduction diminution in Executive’s base salary (unless pursuant to a salary reduction program applicable generally to the Company’s similarly situated senior executives); (ii) a material reduction in Executive’s reporting responsibilities, authority, or duties or responsibilities; (iii) a relocation of Executive’s principal place of employment with the Company (or its successor, if applicable) to a place that increases Executive’s one-way commute by more than fifty (50) miles as compared to Executive’s then-current principal place of employment in effect immediately prior to such relocationchange; provided, except for required travel by however, that Executive on shall not have the Company’s business right to an extent substantially consistent with Executive’s business travel obligations prior to the such relocation; or (iv) any other action of inaction that constitutes a material breach by the Company (or its successor, if applicable) of any material provision of terminate this Agreement. No resignation Agreement for Good Reason shall be effective unless unless: (1A) Executive provides has provided written notice, within ninety (90) days after the first occurrence of the event giving rise to Good Reason, notice to the Chairman Company of its intent to terminate the Board setting forth in reasonable detail Agreement under this provision and identify the material facts constituting Good Reason and the reasonable steps specific condition Executive believes necessary to cure, constitute “Good Cause”; (2B) the Company has had thirty (30) business been given at least 30 days from the date of after receiving such notice to cure any such occurrence otherwise constituting Good Reasoncondition; and (C) the Company fails to reasonably cure the condition. In such event, provided that Executive and the Company have executed (and, if applicable, thereafter not revoked) the Mutual Release, Executive shall be entitled to receive (i) Executive’s then current Base Salary through the effective date of such termination, (ii) if entitled to receive a bonus as may be determined by the Compensation Committee or Board of Directors of the Company, a Pro-Rated Bonus, and (3iii) if such event is not reasonably cured within such period, Twenty-Four (24) months of Executive’s then current Base Salary payable in a lump sum. Any payment to Executive must resign from all positions made pursuant hereto shall be paid to Executive then holds with the Company (including any position as a member of the Board) effective not no later than ninety (90) days after the expiration of date that is two and a half months following the cure periodcalendar year in which such termination for Good Reason occurs. In addition, provided that the Mutual Release has been executed, all Unvested Equity Grants, if any, shall automatically become fully vested upon termination pursuant to this Section 3(d).

Termination by Executive for Good Reason. Executive may terminate Executive’s employment with the Company by resigning from employment with the Company for Good Reason. The term “Good Reason” shall mean the occurrence, without Executive’s prior written consent, of any one or more of the following: (i) a material reduction in Executive’s base salary (unless pursuant to a salary reduction program applicable generally to the Company’s similarly situated senior executives)salary; (ii) a material reduction in Executive’s authority, duties or responsibilities; (iii) a relocation of Executive’s principal place of employment with the Company (or its successor, if applicable) to a place that increases Executive’s one-way commute by more than fifty (50) miles as compared to Executive’s then-current principal place of employment immediately prior to such relocation, except for required travel by Executive on the Company’s business to an extent substantially consistent with Executive’s business travel obligations prior to the such relocation; or (iv) any other action of or inaction that constitutes a material breach by the Company (or its successor, if applicable) of any material provision of this Agreement. No resignation for Good Reason shall be effective unless (1) Executive provides written notice, within ninety (90) days after the first occurrence of the event giving rise to Good Reason, to the Chairman of the Board setting forth in reasonable detail the material facts constituting Good Reason and the reasonable steps Executive believes necessary to cure, (2) the Company has had thirty (30) business days from the date of such notice to cure any such occurrence otherwise constituting Good Reason, and (3) if such event is not reasonably cured within such period, Executive must resign from all positions Executive then holds with the Company (including any position as a member of the Board) effective not later than ninety (90) days after the expiration of the cure period.

Termination by Executive for Good Reason. Executive may terminate Executive’s employment with pursuant to this Agreement shall terminate in the Company by resigning from employment with the Company for Good Reason. The term event Executive shall determine that there is “Good Reason” to terminate Executive’s employment, which shall mean the occurrencefollowing: (i) Employer’s material breach of the terms of this Agreement or any other written agreement between Executive and Employer; or (ii) The occurrence of any of the following conditions, without Executive’s prior written consent, of any one or more of the following: : (iA) a material significant diminution in the nature or scope of Executive’s authority, title, function or duties; (B) a ten percent (10%) reduction in Executive’s base salary or a twenty-five percent (unless pursuant to a salary reduction program applicable generally to the Company’s similarly situated senior executives); (ii25%) a material reduction in Executive’s authority, duties or responsibilities; target bonus opportunity (iiiunless such reduction is part of a Company officer-wide program to reduce expenses); (C) a relocation of Executive’s principal place of employment with the Company (or its successor, if applicable) to a place that increases Executive’s one-way commute by more than fifty (50) miles as compared to Executive’s then-current principal place of employment immediately prior to such relocation, except for required travel by Executive on the Company’s business requiring Executive to be based and work out of an extent substantially consistent with Executive’s business travel obligations prior office or location more than 50 miles from the office where Executive is currently employed; (D) any material breach of the terms of this Agreement by the Company; or (E) failure of any successor or assignee to the such relocation; or (iv) any other action of inaction that constitutes a material breach by the Company (or its successor, if applicable) of any material provision of to assume this Agreement. No resignation for Provided that Executive has provided with notice of the existence of a condition giving rise to “Good Reason shall be effective unless (1) Executive provides written notice, Reason” to terminate within ninety (90) days after following the first occurrence initial existence of the event giving rise to Good Reasonsuch a condition, to the Chairman of the Board setting forth in reasonable detail the material facts constituting Good Reason and the reasonable steps Executive believes necessary to cure, (2) the Company has had Employer shall have thirty (30) business days from the date of such notice to cure any such occurrence otherwise alleged breach, assignment, reduction or requirement referenced above, after Executive provides Employer written notice of the actions or omissions constituting such breach, assignment, reduction or requirement. If Executive resigns Executive’s employment for Good Reason, Executive shall be paid no later than fourteen (14) days from the termination date in a lump sum: (i) Executive’s salary through the date of termination, (ii) for any unused vacation time, and (3iii) for any unreimbursed business expenses that are subject to reimbursement under Employer’s then current policy on business expenses. II. severance pay of six (6) months’ worth of Executive’s salary at the rate in effect on the termination date. III. the amount equal to the cost of six (6)months’ medical insurance premiums at a monthly amount equal to the amount of COBRA coverage in effect as of the termination date; and IV. an additional tax gross up payment in an amount necessary so that the amount received by Executive to cover COBRA premiums under Section 5(f)(III) after all applicable withholding tax is deducted (using applicable supplemental wage withholding rates) is the full amount Executive would have received under Section 5(f)(III) if no tax withholding was made. Such payments will be subject to all appropriate deductions and withholdings. Upon termination of Executive’s employment hereunder due to resignation for good reason, all unvested stock options, awards, or other equity grants or awards shall immediately fully vest. Executive or Executive’s estate (as the case may be) shall be entitled to receive any vested benefits required to be paid by law and any vested compensation required to be paid by law. Executive shall only be entitled to such event is severance pay if, within thirty (30) days following the date of termination, both Employer and Executive have signed (and then Executive does not reasonably cured within rescind, as may be permitted by law) a mutual general release of claims in a form mutually acceptable to both parties (provided, however, that such periodrelease of claims shall only require each party to release the other party from claims relating directly to Executive’s employment and the termination thereof, and shall not require Executive must resign from all positions Executive then holds with the Company (including any position to release claims relating to vested employee benefits or relating to other matters, including, but not limited to, claims relating to Executive’s status as a member shareholder of the Board) effective not later than ninety (90) days after the expiration of the cure periodCompany.

Termination by Executive for Good Reason. Executive may shall be entitled to terminate Executive’s employment with this Agreement at any time for “Good Reason” by giving the Company by resigning from employment with the Company for Good Reasonwritten notice of such termination. The term For purposes of this Agreement, “Good Reason” shall mean (i) the occurrenceCompany has breached its obligations hereunder in any material respect, (ii) the Company has decreased Executive’s then current Base Salary, (iii) Executive is directed to relocate Executive’s principal office more than 50 miles from Interlocken Business Park without Executive’s prior written consent, of any one or more of and/or (iv) the following: (i) Company has effected a material reduction diminution in Executive’s base salary (unless pursuant to a salary reduction program applicable generally to the Company’s similarly situated senior executives); (ii) a material reduction in Executive’s reporting responsibilities, authority, or duties or responsibilities; (iii) a relocation of Executive’s principal place of employment with the Company (or its successor, if applicable) to a place that increases Executive’s one-way commute by more than fifty (50) miles as compared to Executive’s then-current principal place of employment in effect immediately prior to such relocationchange; provided, except for required travel by however, that Executive on shall not have the Company’s business right to an extent substantially consistent with Executive’s business travel obligations prior to the such relocation; or (iv) any other action of inaction that constitutes a material breach by the Company (or its successor, if applicable) of any material provision of terminate this Agreement. No resignation Agreement for Good Reason shall be effective unless unless: (1a) Executive provides written notice, within ninety (90) days after has provided notice to the first occurrence Company of any of the event giving rise to Good Reason, to the Chairman foregoing conditions within 90 days of the Board setting forth in reasonable detail initial existence of the material facts constituting Good Reason and the reasonable steps Executive believes necessary to cure, condition; (2B) the Company has had thirty (30) business been given at least 30 days from the date of after receiving such notice to cure any such occurrence otherwise constituting Good Reason, condition; and (3C) Executive actually terminates employment within six months following the initial existence of the condition. In such event, provided that Executive and the Company have executed (and, if such event is applicable, thereafter not reasonably cured within such periodrevoked) the Mutual Release, Executive must resign from all positions shall be entitled to receive (w) Executive’s then current Base Salary through the effective date of such termination, (x) a Pro-Rated Bonus, (y) twelve (12) months of Executive’s then current Base Salary payable in a lump sum. Any payment to Executive then holds with the Company (including any position as a member of the Board) effective not made pursuant hereto shall be paid to Executive no later than ninety (90) days after the expiration of date that is two and a half months following the cure periodcalendar year in which such termination for Good Reason occurs.

Termination by Executive for Good Reason. Executive may has the right, in his reasonable determination at any time during the Term, to terminate Executive’s employment with the Company by resigning from his employment with the Company for Good Reason (as defined in this Section 6(c) below) by giving written notice to the Company as described in this Section 6(c) below. Prior to the effectiveness of termination for Good Reason, within thirty (30) calendar days following the existence of a condition constituting Good Reason, Executive shall provide written notice to the Company specifically identifying the reason or reasons which are alleged to constitute Good Reason, and an opportunity to cure within a period of not less than thirty (30) days; provided, however, that Executive shall have no obligation to continue his employment with the Company following such thirty (30) calendar day notice period unless the Company cures the event(s) giving rise to Executive’s Good Reason notice. The As used in this Section 6(c), the term “Good Reason” shall mean the occurrence, without Executive’s prior written consent, of any one or more of the following: (i) a material reduction diminution in Executive’s base salary (unless pursuant compensation, authority, duties or responsibilities or assignment to a salary reduction program applicable generally to the Company’s similarly situated senior executives)another executive or employee of such compensation, authority, duties or responsibilities that is or are materially inconsistent with such position or responsibilities; (ii) requiring Executive to move his place of employment more than 75 miles from his place of employment prior to such move; or (iii) a material reduction breach by the Company of this Agreement; provided that in any such case Executive has not consented thereto. In addition to the foregoing requirements, in no event shall an Executive’s authoritytermination of his employment be considered for Good Reason unless such termination occurs within two (2) years following the initial existence of one of the conditions specified in clauses (i), duties (ii) and (iii) of the preceding sentence. If Executive terminates his employment for Good Reason, the Company’s obligation to Executive shall be limited solely to (i) unpaid Base Salary plus any accrued but unpaid benefits to the effective date of termination, any unpaid bonus earned in accordance with the then applicable bonus plan or responsibilitiesprogram to the effective date of termination; (ii) if there is no unpaid bonus earned for the year of termination, an amount equal to the product of 100% of Executive’s Base Salary multiplied by a fraction, the numerator of which is the number of days he is employed by the Company during the year in which the termination occurs and the denominator of which is 365 and, if the date of termination occurs prior to the date on which the annual bonus, if any, for the immediately preceding year would otherwise be paid, an amount equal to the annual bonus that would have been paid to Executive for such immediately preceding year, based on the actual achievement of applicable performance goals and without regard to whether Executive is employed on the date the bonus otherwise would have been paid; (iii) a relocation of Executive’s principal place of employment with the Company (or its successor, if applicable) to a place that increases Executive’s one-way commute by more than fifty (50) miles as compared severance in an amount equal to Executive’s then-current principal place Base Salary for a period of employment immediately prior to such relocation, except for required travel by Executive on the Company’s business to an extent substantially consistent with Executive’s business travel obligations prior to the such relocationeighteen (18) months; or and (iv) any other action if Executive is eligible for and timely elects COBRA coverage for health insurance coverage, payment of inaction that constitutes Executive’s COBRA premiums for the health insurance coverage for himself and his eligible dependents for a material breach by period of up to eighteen (18) months, payments to be made on a monthly basis when the premiums are due, and in the event of the death of Executive before the expiration of such eighteen (18)-month period, the Company shall, for the remainder of such period, continue to pay the COBRA premiums for the Executive’s dependents (or its successorincluding his spouse, if applicableany) who were receiving COBRA coverage at the time of his death. Executive’s rights with regard to equity incentive awards, including stock options and restricted stock units, shall be governed by separate applicable agreements entered into between Executive and the Company. As a condition to his receipt of the post-employment payments and benefits under clauses (ii), (iii) and (iv) of any material provision the first sentence of this Section 6(c), Executive must be in compliance with Section 5 of this Agreement, and must execute, return, not rescind and comply with a general release of claims agreement in favor of the Company and related entities and individuals, within the timeframe and in a form to be prescribed by the Company. No resignation The amount described in clause (ii) of the first sentence of this paragraph shall be paid on the ninetieth (90th) calendar day after the date of Executive’s termination of employment, and the severance described in clause (iii) of the first sentence of this paragraph shall be paid in equal installments according to the normal payroll schedule, the first payment to Executive to be made on the next scheduled payroll date that occurs on or after the ninetieth (90th) day after the date of Executive’s termination of employment, provided that, in the case of amounts described in clauses (ii) and (iii) of the first sentence of this Section 6(c), the Company has received the signed general release of claims agreement and Executive has not rescinded such agreement within the rescission period set forth in such agreement. Executive shall have no duty to mitigate damages under this Section 6(c) during the applicable severance period and, in the event Executive shall subsequently receive income from providing Executive’s services to any person or entity, including self-employment income, or otherwise, then no such income shall in any manner offset or otherwise reduce the payment obligations of the Company hereunder. Notwithstanding anything herein to the contrary, this Section 6(c) shall not apply if Executive terminates his employment with the Company or a succeeding entity for Good Reason upon or within one year of a Change of Control at any time during the Term as described in Section 7 hereof. In such case, Section 7 of this Agreement shall control. Executive has the right, at any time during the Term, to terminate his employment with the Company without Good Reason (as defined above) by giving written notice to the Company, which termination shall be effective unless sixty (160) Executive provides written notice, within ninety (90) days after the first occurrence of the event giving rise to Good Reason, to the Chairman of the Board setting forth in reasonable detail the material facts constituting Good Reason and the reasonable steps Executive believes necessary to cure, (2) the Company has had thirty (30) business calendar days from the date of such notice to cure any such occurrence otherwise constituting written notice. If Executive terminates his employment without Good Reason, the Company’s obligation to Executive shall be limited solely to the payment of unpaid Base Salary accrued up to the effective date of termination plus any accrued but unpaid bonus and (3) if such event is not reasonably cured within such period, Executive must resign from all positions Executive then holds with the Company (including any position as a member of the Board) effective not later than ninety (90) days after the expiration of the cure periodbenefits.

Termination by Executive for Good Reason. Executive may terminate Executive’s employment with Subject to the provisions outlined below, at any time after the Commencement Date, upon forty-five (45) days’ written notice to the Company by resigning from of his intent to terminate this Agreement, the Executive shall have the right to terminate his employment with the Company under this Agreement for Good Reason. The term “Good Reason” shall mean the occurrence(as defined below). For purposes of this Agreement, without Executive’s prior written consent, of “Good Reason” is defined as any one or more of the following: (i) a material reduction in Executive’s base salary (unless pursuant to a salary reduction program applicable generally to the Company’s similarly situated senior executives)breach of any material provision of this Agreement; (ii) a material reduction in the Executive’s authority, duties or responsibilitiesBase Salary unless other executives have also received a material reduction in their base salaries; (iii) a relocation of Executive’s principal place of employment with the Company (or its successor, if applicable) to a place that increases Executive’s one-way commute by more than fifty (50) miles as compared to Executive’s then-current principal place of employment immediately prior to such relocation, except for required travel by Executive on the Company’s business requiring the Executive to an extent substantially consistent with relocate from Florida to another location without the Executive’s business travel obligations prior to the such relocationconsent; or (iv) any material adverse change in the Executive’s position (including titles), authority, duties or responsibilities (other action than a change due to the Executive’s Long Term Disability or as an accommodation under the American With Disabilities Act) which results in: (A) a diminution in any material respect in the Executive’s position, authority, duties or responsibilities, which diminution continues in time over at least thirty (30) days, such that it constitutes an effective demotion, provided, however, that no diminution of inaction title, position, duties or responsibilities shall be deemed to occur solely because the Company becomes a subsidiary, division or unit of another corporation or entity as long as the Executive’s position, authorities, duties and/or responsibilities within that constitutes subsidiary, division or unit remain materially unchanged, or because there has been a change in the reporting hierarchy incident thereto involving the Executive; or (B) a material breach diversion from the Executive’s performance of the functions of the Executive’s position, excluding for this purpose material changes made with the Executive’s written consent or due to the Executive’s termination for Cause or termination by the Executive without Good Reason; provided, however, that action by the Company shall not constitute Good Reason unless the Executive shall have provided the Company with written notice of its alleged actions constituting Good Reason (or its successor, if applicablewhich notice shall specify in reasonable detail the particulars of such Good Reason) and the Company has not cured any such alleged Good Reason within thirty (30) days of any material provision the Company’s receipt of this Agreementsuch written notice. No resignation A termination for Good Reason shall be effective unless (1) treated for all severance purposes as a termination by the Company without “Cause,” and, where the Executive provides written notice, within ninety (90) days after terminates his employment with the first occurrence of the event giving rise to Company for Good Reason, then the Executive shall be entitled to receive the Chairman of Severance Pay identified in Section 5(d) in accordance with the Board setting forth in reasonable detail the material facts constituting Good Reason and the reasonable steps Executive believes necessary to cure, (2) the Company has had thirty (30) business days from the date terms of such notice section. The Executive shall also be entitled to cure receive any such occurrence otherwise constituting Good Reason, accrued but unpaid salary and (3) if such event is not reasonably cured within such period, Executive must resign from all positions Executive then holds with the Company (including any position as a member of the Board) effective not later than ninety (90) days after the expiration of the cure periodunpaid Accrued Benefits.

Termination by Executive for Good Reason. Executive may terminate Executive’s employment with and the Term for Good Reason (as defined below) upon thirty (30) days’ prior written notice to the Company, which notice shall set forth the grounds for such termination and the specific provision(s) of this Agreement on which Executive relies. The notice must be provided within two (2) months after the event giving rise to the termination for Good Reason occurs. The Company shall have a period of thirty (30) days during which it may cure any condition reasonably susceptible of cure. If the Company by resigning from does not correct the grounds for termination during the thirty (30) day period following the notice of termination, Executive’s termination of employment with the Company for Good ReasonReason must become effective within thirty (30) days after the end of the cure period, in order for such termination to be treated as a termination for Good Reason under this Agreement. The term For purposes of this paragraph (e) “Good Reason” shall mean the occurrence, without Executive’s prior written consent, of any one or more of the followingmean: (i1) any action by the Company that results in a material reduction diminution in Executive’s base salary (unless pursuant to a salary reduction program applicable generally to position, authority, duties, or responsibilities, other than an isolated, insubstantial, and inadvertent action that is not taken in bad faith and is remedied by the Company’s similarly situated senior executives)Company promptly after receipt of notice thereof from Executive; (ii2) a material reduction in Executive’s authority, duties or responsibilities; (iii) a relocation any purported termination of Executive’s principal place of employment with by the Company for a reason or in a manner not expressly permitted by this Agreement; (or its successor, if applicable3) any failure by the Company to comply with Section 12(c) of this Agreement; (4) Executive’s required permanent relocation to a place worksite location that increases Executive’s one-way commute by is more than fifty (50) 35 miles as compared to Executive’s then-current principal place of employment immediately prior to such relocation, except for required travel by Executive on from the Company’s business to an extent substantially consistent with Executive’s business travel obligations prior to the such relocationlocation set forth in Section 5(g); or (iv5) any other action breach of inaction that constitutes a material breach this Agreement by the Company (or its successorthat is not remedied by the Company promptly after receipt of notice thereof from Executive. For the avoidance of doubt, if applicable) Executive acknowledges and agrees the consummation of any material provision the transactions contemplated by the Contribution Agreement and the execution and entering into of this Agreement. No resignation Agreement shall not result in, cause, or otherwise constitute an event of Good Reason hereunder, and that Executive hereby waives any right that Executive could have claimed to resign for Good Reason shall be effective unless (1) Executive provides written notice, within ninety (90) days after the first occurrence of the event giving rise to Good Reason, to the Chairman of the Board setting forth in reasonable detail the material facts constituting Good Reason and the reasonable steps Executive believes necessary to cure, (2) the Company has had thirty (30) business days from the date as a result of such notice to cure any such occurrence otherwise constituting Good Reason, and (3) if such event is not reasonably cured within such period, Executive must resign from all positions Executive then holds with the Company (including any position as a member of the Board) effective not later than ninety (90) days after the expiration of the cure periodevents.

Termination by Executive for Good Reason. The Executive may terminate Executive’s his employment with the Company by resigning from employment with the Company under this Agreement at any time for Good Reason, upon written notice by the Executive to the Company. The term For purposes of this Agreement, “Good Reason” for termination shall mean the occurrencemean, without the Executive’s prior written consent, of any one or more of the following: (i) the assignment to the Executive of substantial duties or responsibilities inconsistent with the Executive’s position at the Company, or any other action by the Company which results in a substantial diminution of the Executive’s duties or responsibilities other than any such reduction which is remedied by the Company within thirty (30) days of receipt of written notice thereof from the Executive; (ii) a requirement that the Executive work principally from a location that is thirty (30) miles further from the Executive’s residence than the Company’s address first written above; (iii) a material reduction in the Executive’s base salary aggregate Base Salary and other compensation (unless pursuant including the target bonus amount and retirement plans, welfare plans and fringe benefits) taken as a whole, excluding any reductions caused by the failure to a salary reduction program applicable generally to the Company’s similarly situated senior executives); (ii) a material reduction in Executive’s authority, duties or responsibilities; (iii) a relocation of Executive’s principal place of employment with the Company (or its successor, if applicable) to a place that increases Executive’s one-way commute by more than fifty (50) miles as compared to Executive’s then-current principal place of employment immediately prior to such relocation, except for required travel by Executive on the Company’s business to an extent substantially consistent with Executive’s business travel obligations prior to the such relocationachieve performance targets; or (iv) any other action of inaction that constitutes a material breach by the Company (or its successor, if applicable) of any material provision of this Agreement. No resignation for Good Reason shall be effective not exist pursuant to any subsection of this Section 5(c) unless (1A) the Executive provides written notice, shall have delivered notice to the Board of Trustees within ninety (90) days after of the first initial occurrence of the such event giving rise to Good Reason, to the Chairman of the Board setting forth in reasonable detail the material facts constituting Good Reason and the reasonable steps Executive believes necessary to cure, (2) the Company has had thirty (30) business days from the date of such notice to cure any such occurrence otherwise constituting Good Reason, and (3B) if such event is not reasonably cured the Board fails to remedy the circumstances giving rise to the Executive’s notice within such period, thirty (30) days of receipt of notice. The Executive must resign from all positions Executive then holds terminate his employment under this Section 5(c) at a time agreed reasonably with the Company, but in any event within one hundred fifty (150) days from the initial occurrence of an event constituting Good Reason. For purposes of Good Reason, the Company (including shall be defined to include any position as a member successor to the Company which has assumed the obligations of the Board) effective not later than ninety (90) days after the expiration of the cure periodCompany through merger, acquisition, stock purchase, asset purchase or otherwise.

Termination by Executive for Good Reason. At any time during the Term, Executive may terminate Executive’s his employment with the Company by resigning from employment with the Company for Good ReasonReason by giving TTG sixty (60) days’ prior written notice specifying in such notice the basis for the Good Reason termination. The term For purposes of this Agreement, “Good Reason” shall mean means the occurrence, occurrence of any of the following events without Executive’s prior written consent, of any one or more of the following: (i) a material reduction in Executive’s base salary (unless pursuant failure of the Company to a salary reduction program applicable generally obtain the assumption of the obligations to perform the Company’s similarly situated senior executives)Agreement by any successor; (ii) a reduction of ten percent (10%) or more in the Base Salary; (iii) demotion or material reduction adverse change in Executive’s authorityprincipal position, including title and reporting relationships, duties or responsibilities; or (iiiiv) a relocation of Executive’s principal place of employment with the Company (or its successor, if applicable) to a place location that increases Executive’s one-way commute by is more than fifty thirty (5030) miles as compared to Executive’s then-current principal from the place of employment where Executive was based immediately prior to such relocation; and/or his office as of the Effective Date; provided however, except the Company will have thirty (30) days from its receipt of any written notice of the Good Reason termination in which to take corrective action to cure the Good Reason (if curable), and if the Company does not cure the Good Reason, the Good Reason termination will be effective at the end of the thirtieth (30th) day after the Company receives the written notice of Good Reason termination; and provided further, however, for required travel Executive to exercise his right to termination for Good Reason he must provide written notice of the termination for Good Reason within sixty (60) days after he knows or should have known of the initial existence of the condition listed above making any such termination a termination for Good Reason. Upon a termination by Executive on for Good Reason, the Company’s business obligation to an extent substantially consistent pay or provide him with Executive’s business travel obligations prior to the such relocation; or (iv) any other action of inaction compensation and benefits under this Agreement will immediately terminate, except that constitutes a material breach by the Company will pay or provide Executive with (or its successor, if applicablex) the Accrued Compensation and (y) the aggregate Base Salary owed for the remaining period of any material provision the Term (together the “Severance Payment”). The Severance Payment will be paid in a single lump sum payment within thirty (30) days of this Agreementthe Termination Date. No resignation for Good Reason shall The Severance Payment is subject to all applicable payroll tax withholdings. The Accrued Compensation will be effective unless paid within thirty (1) Executive provides written notice, within ninety (9030) days after the first occurrence of the event giving rise to Good Reason, to the Chairman of the Board setting forth in reasonable detail the material facts constituting Good Reason and the reasonable steps Executive believes necessary to cure, (2) the Company has had thirty (30) business days from the date of such notice to cure any such occurrence otherwise constituting Good Reason, and (3) if such event is not reasonably cured within such period, Executive must resign from all positions Executive then holds with the Company (including any position as a member of the Board) effective not later than ninety (90) days after the expiration of the cure periodTermination Date.

Termination by Executive for Good Reason. Executive’s termination of Executive’s employment shall be for “Good Reason” if (a) Executive may terminate provides written notice to the Company of the Good Reason within thirty (30) days of the event constituting the Good Reason and provides the Company with a period of thirty (30) days to cure the event constituting the Good Reason, (b) the Company fails to cure the Good Reason within the applicable thirty (30) day period, and (c) Executive terminates Executive’s employment with the Company by resigning from employment with within forty-five (45) days of the Company for event constituting Good Reason. The term For purposes of this Agreement, “Good Reason” shall mean the occurrence, without Executive’s prior written consent, of any one or more of the followingmean: (i) a material reduction in Executive’s base salary (unless pursuant to a salary reduction program applicable generally to breach of this Agreement by the Company’s similarly situated senior executives); (ii) a material reduction in diminution of Executive’s authority, duties or responsibilitiesresponsibilities ; (iii) a reduction in Executive’s Base Salary, annual bonus or other amounts for which Executive is eligible in accordance with this Agreement; (iv) failure by the Company to require any successor entity to the Company to specifically assume all of the Company’s obligations to Executive under this Agreement; or (v) the relocation of Executive’s principal place of employment with the Company (or its successor, if applicable) Executive to a place that increases Executive’s one-way commute by facility or location more than fifty (50) miles as compared from Executive’s then current location (after giving effect to Executive’s then-current principal place of employment immediately prior relocation to such relocation, except for required travel by Executive on the Company’s business offices in Los Altos, California). Notwithstanding the above, Good Reason shall not be triggered by the Executive no longer holding a Chief Executive Officer position pursuant to an extent substantially consistent with a change of control (within the meaning provided in Section 2(c) above), provided a portion of the Company remains a going concern and provided Executive’s business travel obligations prior duties, position and responsibilities with respect to the such relocation; or remaining business operations are not materially reduced. Where the Executive terminates Executive’s employment for Good Reason, Executive will be eligible to receive the Severance set forth in Section 4(b) above. Executive’s eligibility to receive the Severance is conditioned on Executive having first signed the Release and the Release becoming irrevocable by its terms within fifty five (iv55) any other action calendar days following the date of inaction that constitutes a material breach by the Company Executive’s termination of employment (or its successoror, if applicable) of any material provision of this Agreement. No resignation for Good Reason shall be effective unless (1) Executive provides written notice, within ninety (90) days after the first occurrence of the event giving rise to Good Reason, to the Chairman of the Board setting forth in reasonable detail the material facts constituting Good Reason and the reasonable steps Executive believes necessary to cure, (2) the Company has had thirty (30) business days from the date of such notice to cure Executive’s Separation from Service) and Executive’s continued compliance with any such occurrence otherwise constituting Good Reason, continuing obligations under this Agreement and (3) if such event is not reasonably cured within such period, Executive must resign from all positions Executive then holds with the Confidential Information Agreement referenced below in Section 6. All other obligations of the Company (including any position as a member of the Board) effective not later than ninety (90) days after the expiration of the cure periodunder this Agreement shall cease.

Termination by Executive for Good Reason. At any time prior to a "Change in Control" (as defined below) of the Company, Executive may terminate Executive’s his employment with by giving 30 days' written notice thereof to the Board of Directors following the occurrence of a material breach of this Agreement by the Company, provided the Company shall have a reasonable time, not to exceed 20 days in any event, after the receipt of such notice in which to cure the breach specified in such notice. At any time following a Change in Control of the Company, Executive may terminate his employment by resigning from employment with giving 30 days' written notice thereof to the Company for Good Reason. The term “Good Reason” shall mean Board of Directors following the occurrence, occurrence of any of the following events (without Executive’s 's prior written consent), provided that the Company shall have a reasonable time, not to exceed 20 days in any event, after the receipt of any one such notice in which to cure the conduct or more of the followingcause specified in such notice: (ia) a material reduction in Executive’s 's positions, duties and responsibilities with the Company from those in effect immediately prior to the Change in Control; (b) the reduction by the Company in Executive's rate of annual base salary (unless pursuant to a salary reduction program applicable generally as in effect immediately prior to the Company’s similarly situated senior executives)Change in Control; (iic) a material reduction in Executive’s authority, duties the benefits or responsibilitiesvacation time which had theretofore been provided to Executive other than as a part of an overall program applied uniformly and with equitable effect to all members of the senior management of the Company; (iiid) a the relocation of Executive’s principal the office or place of employment with the Company (or its successor, if applicable) where Executive normally reports for work to a place that increases Executive’s one-way commute by location more than fifty (50) miles as compared to Executive’s then-current principal place of employment distant from the location where Executive normally reported for work immediately prior to such relocation, except for required travel by Executive on the Company’s business to an extent substantially consistent with Executive’s business travel obligations prior to the such relocationChange in Control; or (ive) any other action of inaction that constitutes a material breach the failure by the Company (or its successor, to obtain a satisfactory agreement from any successor to assume and agree to perform the Company's obligations under this Agreement. In the event of termination for Good Reason under this Section 5.04.2 the Company shall pay to and Executive shall be entitled to receive the same compensation and benefits as if applicable) of any material provision Executive had been terminated without Cause under Section 5.03 of this Agreement. No resignation for Good Reason Executive shall only be effective unless (1) entitled to such compensation and benefits if Executive provides written notice, within ninety (90) days after the first occurrence signs a general release of the event giving rise to Good Reason, claims in a form acceptable to the Chairman Company. If Executive does not sign such a general release of claims, Executive shall not be entitled to receive any further compensation under the Board setting forth in reasonable detail the material facts constituting Good Reason and the reasonable steps Executive believes necessary to cure, (2) the Company has had thirty (30) business days from provisions of this Agreement after the date of such notice termination. Any payment made under this Section 5.04.2 will be paid according to cure any such occurrence otherwise constituting Good Reasonthe Company's normal payroll schedule and policies (including, and (3) if such event is not reasonably cured within such periodwithout limitation, Executive must resign from all positions Executive then holds with the Company (including any position as a member of the Board) effective not later than ninety (90) days after the expiration of the cure periodpayment in periodic installments).

Termination by Executive for Good Reason. The Executive may terminate Executive’s his employment with the Company by resigning from employment with the Company under this Agreement at any time for Good Reason, upon written notice by the Executive to the Company. The term For purposes of this Agreement, “Good Reason” for termination shall mean the occurrencemean, without the Executive’s prior written consent, of any one or more of the following: (i) the assignment to the Executive of substantial duties or responsibilities inconsistent with the Executive’s position at the Company, or any other action by the Company which results in a substantial diminution of the Executive’s duties or responsibilities other than any such reduction which is remedied by the Company within thirty (30) days of receipt of written notice thereof from the Executive; (ii) a requirement that the Executive work principally from a location that is thirty (30) miles further from the Executive’s residence than the Company’s address first written above; (iii) a material reduction in the Executive’s base salary aggregate Base Salary and other compensation (unless pursuant including the target bonus amount and retirement plans, welfare plans and fringe benefits) taken as a whole, excluding any reductions caused by the failure to a salary reduction program applicable generally to the Company’s similarly situated senior executives); (ii) a material reduction in Executive’s authority, duties or responsibilities; (iii) a relocation of Executive’s principal place of employment with the Company (or its successor, if applicable) to a place that increases Executive’s one-way commute by more than fifty (50) miles as compared to Executive’s then-current principal place of employment immediately prior to such relocation, except for required travel by Executive on the Company’s business to an extent substantially consistent with Executive’s business travel obligations prior to the such relocationachieve performance targets; or (iv) any other action of inaction that constitutes a material breach by the Company (or its successor, if applicable) of any material provision of this Agreement. No resignation for Good Reason shall be effective not exist pursuant to any subsection of this Section 5(c) unless (1A) the Executive provides written notice, shall have delivered notice to the Board of Trustees within ninety (90) days after of the first occurrence of the such event giving rise to Good Reason, to the Chairman of the Board setting forth in reasonable detail the material facts constituting Good Reason and the reasonable steps Executive believes necessary to cure, (2) the Company has had thirty (30) business days from the date of such notice to cure any such occurrence otherwise constituting Good Reason, and (3B) if such event is not reasonably cured the Board fails to remedy the circumstances giving rise to the Executive’s notice within such period, thirty (30) days of receipt of notice. The Executive must resign from all positions Executive then holds terminate his employment under this Section 5(c) at a time agreed reasonably with the Company, but in any event within one hundred fifty (150) days from the occurrence of an event constituting Good Reason. For purposes of Good Reason, the Company (including shall be defined to include any position as a member successor to the Company which has assumed the obligations of the Board) effective not later than ninety (90) days after the expiration of the cure periodCompany through merger, acquisition, stock purchase, asset purchase or otherwise.

Termination by Executive for Good Reason. Executive may shall be entitled to terminate Executive’s employment with the Company by resigning from employment with the Company this Agreement immediately at any time for Good ReasonReason by giving Company written notice of such termination. The term For purposes of this Agreement, “Good Reason” shall mean the occurrence, without Executive’s prior written consent, of any one or more of the following: (i) a the assignment to Executive of duties inconsistent with the position and nature of Executive’s employment as Chief Financial Officer, the substantial and material reduction in of the duties of Executive, which is inconsistent with the position and nature of Executive’s base salary (unless pursuant to employment as Chief Financial Officer, or the change of Executive’s title indicating a salary reduction program applicable generally to substantial and material change in the Companyposition and nature of Executive’s similarly situated senior executives)employment; (ii) a material reduction in compensation and benefits that would diminish the aggregate value of Executive’s authority, duties compensation and benefits without Executive’s written consent (except in the case of an equal reduction in salaries for all senior executives because of the financial condition of Company); or responsibilities; (iii) a relocation of Executive’s principal place of employment with the failure by Company (or its successor, if applicable) to a place that increases Executive’s one-way commute by more than fifty (50) miles as compared obtain from any successor an agreement to Executive’s then-current principal place of employment immediately prior to such relocation, except for required travel by Executive on the Company’s business to an extent substantially consistent with Executive’s business travel obligations prior to the such relocation; or (iv) any other action of inaction that constitutes a material breach by the Company (or its successor, if applicable) of any material provision of assume and perform this Agreement. No resignation ; provided, however, that Executive shall not have the right to terminate this Agreement for Good Reason shall be effective unless unless: (1A) Executive provides has provided written notice, within ninety notice to Company of the intent to terminate the Agreement under this provision identifying the specific condition Executive believes to constitute Good Reason; (90B) Company has been given at least 30 days after the first occurrence of the event giving rise to Good Reason, to the Chairman of the Board setting forth in reasonable detail the material facts constituting Good Reason and the reasonable steps Executive believes necessary to cure, (2) the Company has had thirty (30) business days from the date of receiving such notice to cure any such occurrence otherwise constituting condition; and (C) Company fails to reasonably cure the condition. If Executive resigns with Good Reason, this Agreement shall terminate but: (a) Executive shall continue to receive Management Incentive Plan compensation, if any, in accordance with the terms and conditions of Attachment B and Executive’s Base Salary then in effect for a period of two years, payable in periodic installments on Company’s regular paydays; and (3b) if such event is not reasonably cured within such periodall of Executive’s Incentive Option Shares shall be deemed vested. Provided, however, that Executive must resign from all positions Executive then holds with the agrees to execute a separation agreement in a form acceptable to Company (including any position containing standard and customary releases as a member of the Board) effective not later than ninety (90) days after the expiration of the cure periodcondition precedent to receiving any such benefits.

Termination by Executive for Good Reason. Executive may terminate Executive’s employment with the Company by resigning from employment with the Company for Good Reason. The term “Good Reason” shall mean the occurrence, without Executive’s prior written consent, of any one or more of the following: (i) a material reduction in Executive’s base salary of ten percent (10%) or more (unless such reduction is pursuant to a salary reduction program applicable generally to the Company’s similarly situated senior executives); (ii) a material reduction in Executive’s authority, duties or responsibilities; provided, however, that the acquisition of the Company and subsequent conversion of the Company to a subsidiary, division or unit of the acquiring company will not by itself result in a diminution of Executive’s position; (iii) a relocation of Executive’s principal place of employment with the Company (or its successor, if applicable) to a place that increases Executive’s one-way commute by more than fifty twenty-five (5025) miles as compared to Executive’s then-current principal place of employment immediately prior to such relocation, except for required travel by Executive on the Company’s business to an extent substantially consistent with Executive’s business travel obligations prior to the such relocation; or (iv) any other action of inaction that constitutes a material breach by the Company (or its successor, if applicable) of any material provision of this Agreement. No resignation for Good Reason shall be effective unless (1) Executive provides written notice, within ninety thirty (9030) days after the first occurrence of the event giving rise to Good Reason, to the Chairman of the Board setting forth in reasonable detail the material facts constituting Good Reason and the reasonable steps Executive believes necessary to cure, (2) the Company has had thirty (30) business days from the date of such notice to cure any such occurrence otherwise constituting Good Reason, and (3) if such event is not reasonably cured within such period, Executive must resign from all positions Executive then holds with the Company (including any position as a member of the Board) effective not later than ninety fifteen (9015) days after the expiration of the cure period. Further, no resignation for Good Reason shall be effective if prior to Executive’s written notice of resignation for Good Reason the Company first provided Executive notice of its intent to terminate Executive’s employment.

Termination by Executive for Good Reason. The Executive may terminate Executive’s his employment with the Company by resigning from employment with the Company under this Agreement at any time for Good Reason, upon written notice by the Executive to the Company. The term For purposes of this Agreement, “Good Reason” for termination shall mean the occurrencemean, without the Executive’s prior written consent, of any one or more of the following: (i) the assignment to the Executive of substantial duties or responsibilities inconsistent with the Executive’s position at the Company, or any other action by the Company which results in a substantial diminution of the Executive’s duties or responsibilities other than any such reduction which is remedied by the Company within thirty (30) days of receipt of written notice thereof from the Executive; (ii) a requirement that the Executive work principally from a location that is thirty (30) miles further from the Executive’s residence than the Company’s address first written above; (iii) a material reduction in the Executive’s base salary aggregate Base Salary and other compensation (unless pursuant including the target bonus amount and retirement plans, welfare plans and fringe benefits) taken as a whole, excluding any reductions caused by the failure to a salary reduction program applicable generally to achieve performance targets and excluding any reductions on account of the Company’s similarly situated senior executives); (ii) a material reduction in Executive’s authority, duties or responsibilities; (iii) a relocation of Executive’s principal place of employment with severance benefits from the Company (or its successor, if applicable) to a place that increases Executive’s one-way commute by more than fifty (50) miles as compared to Executive’s then-current principal place of employment immediately prior to such relocation, except for required travel by Executive on the Company’s business to an extent substantially consistent with Executive’s business travel obligations prior to the such relocationPrior Agreement; or (iv) any other action of inaction that constitutes a material breach by the Company (or its successor, if applicable) of any material provision of this Agreement. No resignation for Good Reason shall be effective not exist pursuant to any subsection of this Section 5(c) unless (1A) the Executive provides written notice, shall have delivered notice to the Board of Trustees within ninety (90) days after of the first initial occurrence of the such event giving rise to Good Reason, to the Chairman of the Board setting forth in reasonable detail the material facts constituting Good Reason and the reasonable steps Executive believes necessary to cure, (2) the Company has had thirty (30) business days from the date of such notice to cure any such occurrence otherwise constituting Good Reason, and (3B) if such event is not reasonably cured the Board fails to remedy the circumstances giving rise to the Executive’s notice within such period, thirty (30) days of receipt of notice. The Executive must resign from all positions Executive then holds terminate his employment under this Section 5(c) at a time agreed reasonably with the Company, but in any event within one hundred fifty (150) days from the initial occurrence of an event constituting Good Reason. For purposes of Good Reason, the Company (including shall be defined to include any position as a member successor to the Company which has assumed the obligations of the Board) effective not later than ninety (90) days after the expiration of the cure periodCompany through merger, acquisition, stock purchase, asset purchase or otherwise.

Termination by Executive for Good Reason. Executive may terminate Executive’s voluntarily elect to resign his employment with the Company prior to the end of the Initial Term or any Successive Term for Good Reason (as hereinafter defined). In the event of Executive's Separation from Service for Good Reason at any time during the Initial Term or any Successive Term, then, subject to the provisions of Section 9 below, Executive shall be entitled to receive the payments or benefits set forth in Section 8(a) as if such Separation from Service was as a result of Executive's termination by resigning from employment with the Company for Good Reasonwithout Cause during the Initial Term or thereafter (as applicable). The term “Good Reason” shall mean any of the occurrence, following that are undertaken without Executive’s prior 's express written consent, of any one or more of the following: (i) a material the assignment to Executive of principal duties or responsibilities, or the substantial reduction in of Executive’s base salary (unless pursuant to a salary reduction program applicable generally to 's duties and responsibilities, either of which is materially inconsistent with Executive's position as Chief Operating Officer of the Company’s similarly situated senior executives); (ii) a material reduction by the Company in Executive’s authority's annual Base Salary, duties or responsibilitiesexcept to the extent the salaries of other executive employees of the Company and any other controlled subsidiary of the Company are similarly reduced; (iii) a relocation of Executive’s principal place of employment with the Company (or its successorbusiness is, if applicable) to without his consent, relocated by a place that increases Executive’s one-way commute by distance of more than fifty thirty (5040) miles as compared to Executive’s then-current principal place from the center of employment immediately prior to such relocationIrvine, except for required travel by Executive on the Company’s business to an extent substantially consistent with Executive’s business travel obligations prior to the such relocationCalifornia; or (iv) any other action of inaction that constitutes a material breach by the Company (or its successor, if applicable) of any material provision of this Agreement. No For avoidance of doubt, any notice of non-renewal provided by the Company to Executive pursuant to Section 1 of this Agreement shall not constitute or give rise to Good Reason under this Section 8(b). Executive must provide written notice to the Company of the occurrence of any of the foregoing events or conditions without Executive's written consent within ninety (90) days of the occurrence of such event. The Company or any surviving entity shall have a period of thirty (30) days to cure such event or condition after receipt of written notice of such event from Executive. Any Separation from Service by reason of Executive's resignation for Good Reason following such thirty (30) day cure period must occur no later than the date that is six (6) months following the initial occurrence of one of the foregoing events or conditions without Executive's written consent. Executive's Separation from Service by reason of his resignation for Good Reason shall be effective unless (1) treated as involuntary. For avoidance of doubt, in the event Executive provides written notice, within ninety (90) days after the first occurrence foregoing notice to the Company prior to the expiration of the Initial Term but the ensuing cure period of the Company expires following the end of the Initial Term and during any Successive Term and (the applicable event or condition constituting or giving rise to Good Reason, to Reason having not been cured by the Chairman of Company during the Board setting forth in reasonable detail the material facts constituting applicable cure period) Executive subsequently resigns for Good Reason and pursuant to this Section 8(b), such resignation shall be treated for all purposes of this Section 8(b) as having occurred during the reasonable steps Executive believes necessary to cure, (2) the Company has had thirty (30) business days from the date of such notice to cure any such occurrence otherwise constituting Good Reason, and (3) if such event is not reasonably cured within such period, Executive must resign from all positions Executive then holds with the Company (including any position as a member of the Board) effective not later than ninety (90) days after the expiration of the cure periodInitial Term.

Termination by Executive for Good Reason. Executive may terminate Executive’s employment with pursuant to this Agreement may be terminated by Executive for “good reason” if Executive voluntarily terminates his employment as a result of any of the Company by resigning from employment with the Company for Good Reason. The term “Good Reason” shall mean the occurrence, without following: (a) Without Executive’s prior written consent, a reduction in his then current Annual Base Salary, other than as part of across-the-board salary reductions affecting all similar executives of the Company; (b) The taking of any one or more action by the Company that would substantially diminish the aggregate value of the followingbenefits provided the Executive under the Executive’s medical, health, accident, disability insurance, life insurance, thrift and retirement plans in which he was participating on the date of this Agreement, other than any such reduction which is (i) required by law, (ii) implemented in connection with a general concessionary arrangement affecting all employees or affecting the group of employees (senior management) of which the Executive is a member or (iii) generally applicable to all beneficiaries of such plans; (c) Without Executive’s prior written consent, a relocation of the Executive’s place of employment outside of Orange County, California (d) Removal of Executive from his position of Chief Executive Officer or from his position on the Company’s Board of Directors; (e) A reduction in duties and responsibilities which results in Executive no longer having duties customary for a Chief Executive Officer; (f) The Company materially breaches any provision of this Agreement; or (g) Any failure by any successor to the Company to assume the obligations under this Agreement. An event that is or would constitute Good Reason shall cease to be Good Reason if: (i) a material reduction in Executive’s base salary (unless pursuant to a salary reduction program applicable generally to Executive does not terminate his employment within 90 days after the Company’s similarly situated senior executives)event occurs; or (ii) a material reduction in Executive’s authoritybefore Executive terminates his employment, duties or responsibilities; (iii) a relocation of Executive’s principal place of employment with the Company (reverses the action or its successor, if applicable) to a place that increases Executive’s one-way commute by more than fifty (50) miles as compared to Executive’s then-current principal place of employment immediately prior to such relocation, except for required travel by Executive on cures the Company’s business to an extent substantially consistent with Executive’s business travel obligations prior to the such relocation; or (iv) any other action of inaction default that constitutes a material breach by Good Reason within 10 business days after Executive notifies the Company (or its successor, if applicable) of any material provision of this Agreement. No resignation for in writing that Good Reason shall be effective unless (1) Executive provides written notice, within ninety (90) days after the first occurrence of the event giving rise to Good Reason, to the Chairman of the Board setting forth in reasonable detail the material facts constituting Good Reason and the reasonable steps Executive believes necessary to cure, (2) the Company has had thirty (30) business days from the date of such notice to cure any such occurrence otherwise constituting Good Reason, and (3) if such event is not reasonably cured within such period, Executive must resign from all positions Executive then holds with the Company (including any position as a member of the Board) effective not later than ninety (90) days after the expiration of the cure periodexists.

Termination by Executive for Good Reason. Executive may shall be entitled to terminate Executive’s employment with the Company by resigning from employment with the Company this Agreement immediately at any time for Good ReasonReason by giving Company written notice of such termination. The term For purposes of this Agreement, “Good Reason” shall mean the occurrence, without Executive’s prior written consent, of any one or more of the following: (i) a the assignment to Executive of duties inconsistent with the position and nature of Executive’s employment as Chief Executive Officer, the substantial and material reduction in of the duties of Executive, which is inconsistent with the position and nature of Executive’s base salary (unless pursuant to employment as Chief Executive Officer, or the change of Executive’s title indicating a salary reduction program applicable generally to substantial and material change in the Companyposition and nature of Executive’s similarly situated senior executives)employment; (ii) a material reduction in compensation and benefits that would diminish the aggregate value of Executive’s authority, duties compensation and benefits without Executive’s written consent (except in the case of an equal reduction in salaries for all senior executives because of the financial condition of Company); or responsibilities; (iii) a relocation of Executive’s principal place of employment with the failure by Company (or its successor, if applicable) to a place that increases Executive’s one-way commute by more than fifty (50) miles as compared obtain from any successor an agreement to Executive’s then-current principal place of employment immediately prior to such relocation, except for required travel by Executive on the Company’s business to an extent substantially consistent with Executive’s business travel obligations prior to the such relocation; or (iv) any other action of inaction that constitutes a material breach by the Company (or its successor, if applicable) of any material provision of assume and perform this Agreement. No resignation ; provided, however, that Executive shall not have the right to terminate this Agreement for Good Reason shall be effective unless unless: (1A) Executive provides has provided written notice, within ninety notice to Company of the intent to terminate the Agreement under this provision identifying the specific condition Executive believes to constitute Good Reason; (90B) Company has been given at least 30 days after the first occurrence of the event giving rise to Good Reason, to the Chairman of the Board setting forth in reasonable detail the material facts constituting Good Reason and the reasonable steps Executive believes necessary to cure, (2) the Company has had thirty (30) business days from the date of receiving such notice to cure any such occurrence otherwise constituting condition; and (C) Company fails to reasonably cure the condition. If Executive resigns with Good Reason, this Agreement shall terminate but: (a) Executive shall continue to receive Management Incentive Plan compensation, if any, in accordance with the terms and conditions of Attachment B and Executive’s Base Salary then in effect for a period of two years, payable in periodic installments on Company’s regular paydays; and (3b) if such event is not reasonably cured within such periodall of Executive’s Incentive Option Shares shall be deemed vested. Provided, however, that Executive must resign from all positions Executive then holds with the agrees to execute a separation agreement in a form acceptable to Company (including any position containing standard and customary releases as a member of the Board) effective not later than ninety (90) days after the expiration of the cure periodcondition precedent to receiving any such benefits.

Termination by Executive for Good Reason. Executive may terminate Executive’s employment with the Company by resigning from employment with the Company for Good Reason (as defined below) by delivering to the Company a Notice of Termination not less than thirty (30) days prior to the termination of Executive’s employment for Good Reason. The term Company shall have the option of terminating Executive’s duties and responsibilities prior to the expiration of such thirty-day notice period. For purposes of this Agreement, “Good Reason” shall mean means voluntary resignation after any of the occurrence, following actions taken by the Company or any of its subsidiaries without Executive’s prior written consent, of any one or more of the following: (i) a material reduction in of Executive’s base salary (unless pursuant to a salary reduction program applicable generally duties and responsibilities to the CompanyCompany or Executive’s similarly situated senior executivestitle or position or reporting (other than any such material reduction resulting from incapacity due to physical or mental illness); (ii) a material reduction in Executive’s authority, duties Base Salary or responsibilitiesTarget Bonus opportunity (not including any diminution in Base Salary permitted by Section 3(a) of this Agreement); (iii) a relocation of Executive’s principal place of employment with the Company (or its successor, if applicable) to a place that increases Executive’s one-way commute by more than fifty (50) miles as compared to Executive’s then-current principal place of employment immediately prior to such relocation, except for required travel by Executive on the Company’s business to an extent substantially consistent with Executive’s business travel obligations prior to the such relocation; or (iv) any other action of inaction that constitutes a material breach by the Company (or its successor, if applicable) of any a material provision of this Agreement; (iv) the Executive’s removal from, or failure to be nominated or re-elected to, the Board; or (v) if occurring on or after a Change in Control, the relocation of Executive’s primary office to a location more than twenty (20) miles from the prior location and Executive’s commute increases as a result of such relocation. No resignation for Executive shall provide notice of the existence of the Good Reason shall be effective unless (1) Executive provides written notice, condition within ninety (90) days after the first occurrence of the event giving rise to Good Reason, to the Chairman date Executive learns of the Board setting forth in reasonable detail the material facts constituting Good Reason condition, and the reasonable steps Executive believes necessary to cure, (2) the Company has had shall have a period of thirty (30) business days from during which it may remedy the date of such notice to cure any such occurrence otherwise constituting Good Reasoncondition, and in case of full remedy such condition shall not be deemed to constitute Good Reason hereunder. In the event the Company is unable to remedy the Good Reason condition in all material respects within the thirty (330) if such event is not reasonably cured within such day period, Executive must resign from all positions Executive then holds may terminate employment with the Company for Good Reason within thirty (including any position as a member of the Board) effective not later than ninety (9030) days after following the expiration of the cure such thirty (30) day period.

Termination by Executive for Good Reason. (a) If Executive has not previously received a notice of termination from the Company, Executive may terminate Executive’s employment with this Agreement at any time for Good Reason by written notice to the Company by resigning from employment with the Company for Good Reasonas provided below. The term “Good Reason” shall mean the occurrence, without Executive’s prior written consent, of any one or more of the followingmeans: (i) a any material reduction in Executive’s base salary (unless pursuant to a salary reduction program applicable generally to the Company’s similarly situated senior executives); (ii) a material reduction in diminution of Executive’s authority, duties or responsibilities; (ii) any reduction by the Company in Executive’s Base Salary; (iii) a relocation of Executive’s principal place of employment with the Company (or its successor, if applicable) to a place that increases Executive’s one-way commute by more than fifty (50) location in excess of 50 miles as compared to Executive’s then-current principal place of employment immediately prior to such relocation, except for required travel by Executive on from the Company’s business to an extent substantially consistent with Executive’s business travel obligations prior to the such relocationcurrent offices in Bethesda, MD; or (iv) any material breach of this Agreement by the Company; (v) any failure to pay Executive the earned bonus for any period under the MICP or any other action bonus or incentive plan adopted by the Company, if a majority of inaction that constitutes other officers of the Company or any successor or affiliate have been paid bonuses for such period under such plan, which, for purposes of this provision, will be a material breach of this Agreement; or (vi) any failure by the Company (to obtain the assumption of this Agreement by any successor or its successorassign of the Company which, if applicable) for purposes of any this provision, will be a material provision breach of this Agreement. No resignation for Notwithstanding the foregoing, any actions taken by the Company to accommodate a disability of Executive or pursuant to the Family and Medical Leave Act or an applicable state leave law will not be a Good Reason shall for purposes of this Agreement; provided, however, that it will only be effective unless deemed Good Reason if (1i) the Company is given written notice from Executive provides written notice, within ninety (90) days after following the first occurrence of the event giving rise a condition that Executive considers to Good Reason, to the Chairman of the Board setting forth in reasonable detail the material facts constituting constitute Good Reason describing the condition and the reasonable steps Executive believes necessary Company fails to cure, (2) the Company has had remedy such condition within thirty (30) business days from the date of following such notice to cure any such occurrence otherwise constituting Good Reasonwritten notice, and (3ii) if such event Executive resigns from employment effective on a date that is not reasonably cured within such period, Executive must resign from all positions Executive then holds with the Company (including any position as a member of the Board) effective not later than ninety (90) days after following the expiration end of the cure periodperiod within which the Company was entitled to remedy the condition constituting Good Reason but failed to do so.

Termination by Executive for Good Reason. The Executive may terminate this Agreement with Good Reason by delivering a Notice of Termination to the Company specifying the Date of Termination and written notice setting forth the basis for Executive’s employment with the Company by resigning from employment with the Company for belief that he/she has “Good Reason” to terminate this Agreement. The term “Good Reason” shall mean be deemed to exist if any of the occurrence, following occurs without Executive’s express prior written consent, of any one or more of the following: (i) a material reduction in Executive’s base salary (unless pursuant to a salary reduction program applicable generally to the Company’s similarly situated senior executives)Company materially breaches this Agreement; (ii) there is a material reduction in diminution of Executive’s titles, authority, duties duties, reporting relationships or responsibilities, with such determination being made with reference to the greatest extent of Executive’s titles, authority, duties, reporting relationships and responsibilities; (iii) a the relocation of the Executive’s principal place of employment with the Company (or its successor, if applicable) primary office to a place that increases Executive’s one-way commute by location more than fifty (50) 25 miles as compared to Executive’s then-from its current principal place of employment immediately prior to such relocation, except for required travel by Executive on the Company’s business to an extent substantially consistent with Executive’s business travel obligations prior to the such relocationlocation; or (iv) any reduction in Executive’s Salary; (v) FTE’s or the Company’s failure to pay any amounts to Executive when due and payable, under this Agreement or any other action of inaction that constitutes a material breach by agreement between FTE or the Company and Executive; (vi) the assignment to the Executive of duties materially inconsistent with his or her position with the Company; or (vii) the Company’s notice of its successorintention to not renew the Term, if applicable) of any material provision of this Agreement. No resignation for as described above in Section 3; provided, however, that “Good Reason Reason” shall be effective not exist unless (1a) the Executive provides shall have given the Company written notice, notice within ninety (90) days after the first occurrence initial existence of a condition constituting Good Reason, setting forth (1) the event conduct or condition deemed to constitute Good Reason and (2) a reasonable time, not less than thirty (30) days, within which the Company may cure (if curable) such conduct or condition giving rise to Good Reason, to the Chairman of the Board setting forth in reasonable detail the material facts constituting Good Reason and the reasonable steps Executive believes necessary to cure, (2b) the Company has had thirty (30) business days from shall have failed to so cure within such period. For the date avoidance of doubt, if cured, such notice conduct or condition shall not constitute “Good Reason” for purposes of this Agreement. In order for Executive to cure any such occurrence otherwise constituting resign for Good Reason, and (3) if such event is not reasonably cured within such period, Executive must resign from all positions Executive then holds terminate his employment with the Company (including any position as a member of the Board) effective not no later than ninety (90) days after following the expiration end of the Company’s cure period. All notices shall be provided in accordance with Section 10.1 below.

Termination by Executive for Good Reason. Executive may terminate the Term and Executive’s employment with the Company by resigning from employment with the Company for Good ReasonReason (as defined below) effective on the first day after the end of the Cure Period (defined herein). The term “Good Reason” shall mean the occurrence, without Executive’s prior written consent, of any one or more of the followingmean: (i) a material diminution in Executive’s duties or responsibilities; (ii) (A) Executive shall not be the senior most executive officer of J.Xxxx Companies, (B) Executive shall not report directly to the Board or (C) any officer of the J.Xxxx Companies shall not report, directly or through officers reporting to Executive (provided that the Board may appoint a chairperson who is designated as an officer of the Company and the Company may establish independent reporting relationships between officers such as the Chief Financial Officer, Chief Compliance Officer or Chief Legal Officers and the Board or Committees of the Board responsible for oversight of substantive areas of the Companies reporting or compliance obligations); (iii) a reduction in Executive’s title below the title of Chief Executive Officer or President; (iv) a material reduction in Executive’s Base Salary, other than an across the board reduction to base salary for all senior executives of the Company of no more than twenty percent (unless pursuant to a salary reduction program applicable generally to 20%) (provided that all such across the board reductions during the Term shall not, when aggregated, exceed twenty percent (20%) of Executive’s Base Salary as of the date of the first such reduction); (v) the Company’s similarly situated senior executives)failure to obtain an agreement from any successor to the Company to assume and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform if no succession had taken place, except where such assumption occurs by operation of law; (iivi) a material reduction in Executive’s authority, duties or responsibilities; (iii) a the relocation of Executive’s principal place work location outside of employment with the Company (or its successorQuincy, if applicable) to a place that increases Massachusetts, area without Executive’s one-way commute by more than fifty (50) miles as compared to Executive’s then-current principal place of employment immediately prior to such relocation, except for required travel by Executive on the Company’s business to an extent substantially consistent with Executive’s business travel obligations prior to the such relocationconsent; or (ivvii) any other action of inaction that constitutes a material breach of this Agreement by the Company (or its successorCompany; provided, if applicable) of any material provision of this Agreement. No resignation for however, that Good Reason shall be effective not exist unless (1A) Executive provides gives the Board a written notice, within ninety (90) days after the first occurrence statement of the event giving rise to Good Reason, to the Chairman of the Board setting forth in reasonable detail the material facts constituting basis for Executive’s belief that Good Reason and the reasonable steps Executive believes necessary to cureexists, (2B) the Company has had thirty (30) business days from the date of such notice to cure any such occurrence otherwise constituting Good Reason, and (3) if such event written statement is not reasonably cured within such period, Executive must resign from all positions Executive then holds with the Company (including any position as a member of the Board) effective provided not later than ninety (90) days after the expiration Executive knows, or should reasonably have known, of the existence of the condition that Executive believes forms the basis for resignation for Good Reason, (C) Executive gives the Board at least ten (10) business days after receipt of such written statement to cure periodthe basis for such belief (the “Cure Period”), (D) the Board does not cure the basis for such belief within the Cure Period. In the event Executive terminates her employment for Good Reason, and provided that Executive fully complies with her obligations under paragraphs 7 through 11 of this Agreement and executes (and does not revoke) the Release such that it becomes irrevocable within sixty (60) days after her termination of employment with the Company, then Executive shall be paid compensation and severance pursuant to paragraph 6(g) or 6(h) of this Agreement, as applicable.

Termination by Executive for Good Reason. Notwithstanding anything in this Agreement to the contrary, Executive may terminate Executive’s his employment with hereunder at any time during the Company by resigning from employment with the Company Term for Good ReasonReason (as hereinafter defined) upon written notice to Employer of the occurrence of a breach enumerated below and the failure of Employer to timely cure such breach. The For purposes of this Agreement, the term “Good Reason” shall mean the occurrence, without Executive’s prior written consent, of any one or more of the following: means (i) a Employer’s material reduction in Executive’s base salary (unless pursuant to a salary reduction program applicable generally to the Company’s similarly situated senior executives)breach of this Agreement; (ii) a material reduction change in Executive’s authoritytitle, responsibilities or duties to a materially lesser status or responsibilitiesdegree than his title, responsibilities or duties as of the Effective Date; (iii) a failure by Employer to make any payment to Executive when due; (iv) the relocation of ExecutiveEmployer’s principal place executive offices outside of employment with the Company (Los Angeles County or its successor, if applicableany other action by Employer which breaches or otherwise deprives Executive of his rights under Section 3(b) to a place that increases Executive’s one-way commute by more than fifty (50) miles as compared to Executive’s then-current principal place of employment immediately prior to such relocation, except for required travel by Executive on the Company’s business to an extent substantially consistent with Executive’s business travel obligations prior to the such relocationhereof; or (ivv) any other action substantial, adverse change or termination of inaction that constitutes a material the benefits provided to Executive hereunder. Employer shall remedy any breach by the Company (or its successor, if applicable) of any material provision of this Agreement. No resignation for Good Reason shall be effective unless (1) Executive provides written notice, within ninety (90) 30 days after the first occurrence receipt of the event giving rise to Good Reason, to the Chairman of the Board setting forth written notice from Executive that specifies in reasonable detail the material facts constituting nature of such breach; provided, however, that if such breach cannot be reasonably remedied within such 30-day period, Employer shall be given a reasonable period of time thereafter for cure purposes. In the event that Executive terminates his employment hereunder for Good Reason and pursuant to this Section 5(d), Employer shall promptly pay (as soon as possible, but in no event later than 2.5 months after the reasonable steps Executive believes necessary to cure, (2) the Company has had thirty (30) business days from the date of such notice to cure any such occurrence otherwise constituting Good Reason, and (3) if such event is not reasonably cured within such period, Executive must resign from all positions Executive then holds with the Company (including any position as a member end of the Boardcalendar year in which such termination occurs) effective not later than ninety (90) days after to Executive the expiration Severance Amount via wire transfer of the cure periodimmediately available funds to an account designated by Executive.

Termination by Executive for Good Reason. The Executive may shall be entitled to resign or otherwise terminate Executive’s his employment with the Company by resigning from employment with the Company for Good Reason. The term In the event of such a termination, Executive shall have the right to receive severance compensation as set forth below in Sections 3(e) or 8, as applicable. For purposes hereof, “Good Reason” shall mean the occurrence, without occurrence of any of the following that is not cured within thirty (30) days of Executive’s prior written consent, of any one or more of notice that the followingoccurrence constitutes Good Reason: (iA) a material reduction in Executive’s base salary (unless pursuant to a salary reduction program applicable generally to the Company’s similarly situated senior executives); (ii) a material reduction in Executive’s authority, duties or responsibilities; (iii) a relocation of Executive’s principal place position, title, authority, duties, or responsibilities with Company; (B) a change in the reporting structure as set forth in Section 1(b) or a failure of employment with the Board to nominate Executive to the Board; (C) the Company ceasing to be a public company unless it becomes a subsidiary of a public company for which Executive becomes the chief executive officer; (or its successor, if applicableD) to a place that increases reduction of Executive’s one-way commute by more than fifty Base Salary or target bonus opportunity; (50E) miles as compared to Executive’s then-current principal place of employment immediately prior to such relocation, except for required travel by Executive on the Company’s business to an extent substantially consistent with Executive’s business travel obligations prior to the such relocation; or (iv) any other action of inaction that constitutes a material breach by the Company (or its successor, if applicable) of any material provision of this Agreement; or (F) requiring Executive to move or relocate Executive’s primary place of employment from his then existing home office (or other location consented to by Executive) by more than 35 miles; provided that (1) any notice of Good Reason must be given by Executive to the Company within sixty (60) days of the date Executive becomes aware of the occurrence set forth in clauses (A) – (F) above and (2) any resignation by Executive while the Company has “Good Cause” for termination of Executive and as to which it has previously given written notice to Executive of the basis of such Good Cause prior to the resignation, shall not be considered to be a resignation without Good Reason. No resignation The Executive shall not have the right to terminate his employment for Good Reason shall be effective unless (1) the Executive provides written notice, actually terminates employment within ninety (90) days after the first occurrence following delivery of the event giving rise to Executive’s written notice of Good Reason, to the Chairman of the Board setting forth in reasonable detail the material facts constituting Good Reason and the reasonable steps Executive believes necessary to cure, (2) the Company has had thirty (30) business days from the date of such notice to cure any such occurrence otherwise constituting Good Reason, and (3) if such event is not reasonably cured within such period, Executive must resign from all positions Executive then holds with the Company (including any position as a member of the Board) effective not later than ninety (90) days after the expiration of the cure period.

Termination by Executive for Good Reason. Executive may terminate Executive’s employment with the Company by resigning from employment with the Company for Good Reason. The term “Good Reason” shall mean the occurrence, without Executive’s prior written consent, of any one or more of the following: (i) a material reduction in Executive’s base salary (unless pursuant to a salary reduction program applicable generally to the Company’s similarly situated senior executives); (ii) a material reduction in Executive’s authority, duties or responsibilities; (iii) a relocation of Executive’s principal place of employment with the Company (or its successor, if applicable) to a place that increases Executive’s one-way commute by more than fifty (50) miles as compared to Executive’s then-current principal place of employment immediately prior to such relocation, except for required travel by Executive on the Company’s business to an extent substantially consistent with Executive’s business travel obligations prior to the such relocation; or (iv) any other action of inaction that constitutes a material breach by the Company (or its successor, if applicable) of any material provision of this Agreement. No resignation for Good Reason shall be effective unless (1) Executive provides written notice, within ninety (90) days after the first occurrence of the event giving rise to Good Reason, to the Chairman of the Board setting forth in reasonable detail the material facts constituting Good Reason and the reasonable steps Executive believes necessary to cure, (2) the Company has had thirty (30) business days from the date of such notice to cure any such occurrence otherwise constituting Good Reason, and (3) if such event is not reasonably cured within such period, Executive must resign from all positions Executive then holds with the Company (including any position as a member of the Board, if requested by the Board) effective not later than ninety (90) days after the expiration of the cure period.

Termination by Executive for Good Reason. The Executive may terminate Executive’s his employment with the Company by resigning from employment with during the Company Employment Period for Good Reason. The term “Good Reason,” which shall mean the occurrence, without Executive’s prior written consent, of any one or more of the followingtermination based upon: (i) the assignment to the Executive of any duties inconsistent in any respect with the position (including offices, titles and reporting requirements), authority, duties and responsibilities held by the Executive as of the date of this Agreement or any other action by the Company which results in a material diminution in such position, authority, duties and responsibilities; (ii) any reduction in Executive’s base salary (unless pursuant to Annual Base Salary, other than a salary reduction program applicable generally in the Executive’s Annual Base Salary which is the same percentage reduction, not in excess of 10%, as made to the annual base salaries of all senior executives of the Company’s similarly situated senior executives); (iiiv) a material any reduction in Executive’s authorityannual Target Bonus, duties or responsibilities; (iii) other than a relocation of reduction in the Executive’s principal place Target Bonus which is the same percentage reduction, not in excess of employment with 10%, as made to the Company (or its successor, if applicable) to a place that increases Executive’s one-way commute by more than fifty (50) miles as compared to Executive’s then-current principal place target bonuses of employment immediately prior to such relocation, except for required travel by Executive on all senior executives of the Company’s business to an extent substantially consistent with Executive’s business travel obligations prior to the such relocation; or (ivv) any other action of inaction that constitutes a material breach by the Company (or its successor, if applicable) of any material provision of this Agreement. No resignation for Notwithstanding the preceding, assignment, with the mutual written consent of the Company and Executive, of one or more of Executive’s titles or authorities to another senior level executive who reports to the Executive shall not constitute Good Reason. Executive shall notify Company in writing if he believes Good Reason exists. Executive shall be effective unless (1) set forth in reasonable detail why Executive provides believes Good Reason exists; provided, however, that Executive must provide, in accordance with Section 7.2, the Company with written notice, notice of Good Reason within ninety (90) a period not to exceed 30 days after the first occurrence of the event giving initial existence of the condition alleged to give rise to Good Reason, upon the notice of which the Company shall have a period of 30 days during which it may remedy the condition. Any termination of the Executive’s employment after such 30-day cure period shall be 820407.2 subject to a delivery of a Notice of Termination by the Executive to the Chairman of Company in the Board setting forth manner prescribed in reasonable detail the material facts constituting Good Reason and the reasonable steps Executive believes necessary to cure, (2) the Company has had thirty (30) business days from the date of such notice to cure any such occurrence otherwise constituting Good Reason, and (3) if such event is not reasonably cured within such period, Executive must resign from all positions Executive then holds with the Company (including any position as a member of the Board) effective not later than ninety (90) days after the expiration of the cure periodSection 3.6.

Termination by Executive for Good Reason. Executive may terminate Executive’s voluntarily elect to resign his employment with the Company prior to the end of the Initial Term or any Successive Term for Good Reason (as hereinafter defined). In the event of Executive’s Separation from Service for Good Reason at any time during the Initial Term or any Successive Term, then, subject to the provisions of Section 9 below, Executive shall be entitled to receive the payments or benefits set forth in Section 8(a) as if such Separation from Service was as a result of Executive’s termination by resigning from employment with the Company for Good Reasonwithout Cause during the Initial Term or thereafter (as applicable). The term “Good Reason” shall mean any of the occurrence, following that are undertaken without Executive’s prior express written consent, of any one or more of the following: (i) a material the assignment to Executive of principal duties or responsibilities, or the substantial reduction in of Executive’s base salary (unless pursuant to a salary reduction program applicable generally to duties and responsibilities, either of which is materially inconsistent with Executive’s position as President and Chief Executive Officer of the Company’s similarly situated senior executives); (ii) a material reduction by the Company in Executive’s authorityannual Base Salary, duties or responsibilitiesexcept to the extent the salaries of other executive employees of the Company and any other controlled subsidiary of the Company are similarly reduced; (iii) a relocation of Executive’s principal place of employment with the Company (or its successorbusiness is, if applicable) to without his consent, relocated by a place that increases Executive’s one-way commute by distance of more than fifty thirty (5040) miles as compared to Executive’s then-current principal place from the center of employment immediately prior to such relocationIrvine, except for required travel by Executive on the Company’s business to an extent substantially consistent with Executive’s business travel obligations prior to the such relocationCalifornia; or (iv) any other action of inaction that constitutes a material breach by the Company (or its successor, if applicable) of any material provision of this Agreement. No For avoidance of doubt, any notice of non-renewal provided by the Company to Executive pursuant to Section 1 of this Agreement shall not constitute or give rise to Good Reason under this Section 8(b). Executive must provide written notice to the Company of the occurrence of any of the foregoing events or conditions without Executive’s written consent within ninety (90) days of the occurrence of such event. The Company or any surviving entity shall have a period of thirty (30) days to cure such event or condition after receipt of written notice of such event from Executive. Any Separation from Service by reason of Executive’s resignation for Good Reason following such thirty (30) day cure period must occur no later than the date that is six (6) months following the initial occurrence of one of the foregoing events or conditions without Executive’s written consent. Executive’s Separation from Service by reason of his resignation for Good Reason shall be effective unless (1) treated as involuntary. For avoidance of doubt, in the event Executive provides written notice, within ninety (90) days after the first occurrence foregoing notice to the Company prior to the expiration of the Initial Term but the ensuing cure period of the Company expires following the end of the Initial Term and during any Successive Term and (the applicable event or condition constituting or giving rise to Good Reason, to Reason having not been cured by the Chairman of Company during the Board setting forth in reasonable detail the material facts constituting applicable cure period) Executive subsequently resigns for Good Reason and pursuant to this Section 8(b), such resignation shall be treated for all purposes of this Section 8(b) as having occurred during the reasonable steps Executive believes necessary to cure, (2) the Company has had thirty (30) business days from the date of such notice to cure any such occurrence otherwise constituting Good Reason, and (3) if such event is not reasonably cured within such period, Executive must resign from all positions Executive then holds with the Company (including any position as a member of the Board) effective not later than ninety (90) days after the expiration of the cure periodInitial Term.

Termination by Executive for Good Reason. Executive may terminate Executive’s employment with this Agreement for Good Reason at any time upon 30 days written notice to the Company by resigning from Company. In this Amended Employment Agreement, "Good Reason" means, without Employee's prior written consent, the occurrence of any of the following events, unless Employer shall have fully cured all grounds for such termination within thirty (30) days after Employee gives notice thereof: If Executive terminates employment with the Company for Good ReasonReason (as hereinafter defined), such termination will be considered to be effectively the same as termination without just cause; she shall be entitled to the severance benefits including those set forth in Section 3.3 and stock-related provisions set forth in Section 3.8 as if terminated by the Company without just cause. The term “For purposes of this Agreement, "Good Reason” " shall mean the occurrence, without Executive’s prior written consent, occurrence of any one or more of the followingfollowing events without Executive's prior written consent: (i) a material reduction in Executive’s base salary (unless pursuant failure to a salary reduction program applicable generally renew this Agreement or any failure to appoint, elect or reelect her to the positions of Executive Vice President and Secretary of the Board of Directors, and her working titles as of the Effective Date, unless such change is mutually agreed to; the removal of her from such position; or any changes in the reporting structure so that Employee reports to someone other than the Board of Directors, or the Chief Executive Officer of the Company’s similarly situated senior executives); (ii) the assignment to Executive of any duties which, in Executive's reasonable judgment, are adversely inconsistent with the position in the Company as defined herein, or a significant adverse alteration in the nature or status of Executive's responsibilities, including reporting status, or any other action by the Company that results in a material reduction diminution in Executive’s 's position, authority, duties or responsibilities; (iii) a reduction of Executive's annual base salary or incentive compensation or bonus opportunity, each as in effect on the date hereof or as the same may be increased from time to time; (iv) the relocation of the Company's offices at which Executive are principally employed such that Executive’s 's one-way daily commute from Executive's principal place residence to the Company's offices at which Executive are principally employed is increased by more than twenty (20) miles; (v) the Company's failure to pay to Executive any portion of Executive's then current compensation, whether base salary, incentive compensation, expense reimbursement, or bonus, or any portion of an installment of deferred compensation, in each case within seven (7) business days of the date such compensation is due, or any material failure to timely grant, or timely honor, any equity or long-term incentive award, unless other mutually agreeable arrangements are made; (vi) the Company's failure to continue in effect compensation and benefit plans which provide Executive with benefits which are no less favorable on an aggregate basis, both in terms of the amount of benefits provided and the level of Executive's participation relative to other participants, to the benefits provided to under the Company's compensation and benefit plans and practices as of the Effective Date; (vii) the Company's failure to. obtain a satisfactory agreement from any successor to assume and agree to perform this Agreement, or to enter into a new employment agreement with the Executive mutually acceptable to the Company or its successor and the Executive in lieu of this Agreement; (viii) the continuation or repetition, after written notice of objection from Executive, of harassing or denigrating treatment of Executive which is inconsistent with Executive's position with the Company; (ix) a determination by Executive made in good faith that, as a result of a change of control or other material change, as defined herein, she is unable to effectively carry out the authority, powers, functions or duties attached to her position with the Company as referred to in Section 1 hereof, and the situation is not remedied within thirty (30) calendar days after receipt by the Company of written notice from Executive of such determination; (x) the voluntary or its successor, if applicable) to a place that increases Executive’s one-way commute by more than fifty (50) miles as compared to Executive’s then-current principal place involuntary dissolution of employment immediately prior to such relocation, except for required travel by Executive on the Company’s business to , the filing of a petition in bankruptcy by the Company or upon an extent substantially consistent with Executive’s business travel obligations prior to assignment for the such relocationbenefit of creditors of the assets of the Company; (ix) Change of Control or Other Material Change as defined below or (ivx) any other action of inaction that constitutes a material breach by the Company of this Agreement which is not cured within fifteen (or its successor, if applicable15) of any material days after written notice is provided by Executive to Company An election by Executive to terminate her employment under the provision of this Agreement. No resignation Section 3.4 shall not be deemed a voluntary termination of employment by Executive for Good Reason shall be effective unless (1) Executive provides written notice, within ninety (90) days after the first occurrence purpose of interpreting the provisions of any of the event giving rise Company's employee benefit plans, program or policies. Executive's right to Good Reasonterminate her employment pursuant to this Section 3.4 shall not be affected by Executive's incapacity due to physical or mental illness. Executive's continued employment shall not constitute consent to, to the Chairman or a waiver of the Board setting forth in reasonable detail the material facts rights with respect to, any circumstance constituting Good Reason and the reasonable steps Executive believes necessary to cure, (2) the Company has had thirty (30) business days from the date of such notice to cure any such occurrence otherwise constituting Good Reason, and (3) if such event is not reasonably cured within such period, Executive must resign from all positions Executive then holds with the Company (including any position as a member of the Board) effective not later than ninety (90) days after the expiration of the cure periodhereunder.

Termination by Executive for Good Reason. During the Employment Period, the Executive may terminate Executive’s his employment with the Company hereunder by resigning from employment with the Company written notice for Good Reason. The term For purposes of this Agreement, “Good Reason” shall mean the occurrenceoccurrence of any of the following events which is not cured by the Company within thirty (30) days of Executive’s written notice to the Company of same: (a) the reduction of the Executive’s Base Salary; (b) a material diminution, without Executive’s prior written his consent, of any one or more of the following: (i) a material reduction in Executive’s base salary (unless pursuant to a salary reduction program applicable generally to the Company’s similarly situated senior executives); (ii) a material reduction in Executive’s title, authority, duties or responsibilitiesresponsibilities as specified hereunder, or the assignment of duties and responsibilities that are inconsistent with his positions as Chief Operating Officer and Executive Vice President of Business Development (it being understood that the Company is a “start-up”, Executive will be required to perform administrative type functions (routine copying, faxing, etc.),; (iiic) a relocation of Executive’s principal place of employment with the Company (requiring the Executive, without his consent, to be based in any office or its successor, if applicable) to a place that increases Executive’s one-way commute by more location other than fifty (50) miles as compared to Executive’s then-current principal place of employment immediately prior to such relocation, except for required travel by Executive on the Company’s business to an extent substantially consistent with Executive’s business travel obligations prior to headquarters office, and such headquarters shall not be located during the such relocationEmployment Period outside of a 50-mile radius of New York City; or (ivd) any other action of inaction that constitutes a the material breach by the Company (or its successor, if applicable) of any material provision of this Agreement. No resignation for Good Reason shall be effective unless (1) Executive provides written notice, Agreement which has not been cured within ninety (90) days after the first occurrence of the event giving rise to Good Reason, to the Chairman of the Board setting forth in reasonable detail the material facts constituting Good Reason and the reasonable steps Executive believes necessary to cure, (2) the Company has had thirty (30) business days from after a notice of such breach has been given by the Executive to the Company. The Executive must give the Company notice of the event within thirty (30) days of the date of such notice to cure any such occurrence otherwise constituting Good Reason, the event and (3) if such event is not reasonably cured within such period, the Executive must resign from all positions Executive then holds with the Company effective upon no less than fourteen (including any position as a member of the Board14) effective not later days and no more than ninety thirty (9030) days after the expiration of the Company’s thirty (30) day cure period.

Termination by Executive for Good Reason. If Executive may suffers or experiences a Material Change during the Severance Benefit Term, Executive shall have the option to terminate this Agreement for Good Reason (such termination being for “Good Cause” or otherwise referred to herein as a “Good Reason Termination”) subject to and in accordance with the following terms: (a) Executive shall provide Company with written notice of the occurrence of the Material Change (“Notice of Material Change”), describing in detail the basis and underlying facts supporting Executive’s belief that a Material Change has occurred, within sixty (60) days after the date that such Material Change first occurs. Company shall have thirty (30) days after the receipt of the Notice of Material Change to cure such event if it so chooses. Executive’s Good Reason Termination shall only be effective if Executive has provided the Notice of Material Change within such 60-day period and Company has not cured or remedied such event within thirty (30) days after its receipt of such Notice. The first day following the expiration of such 30-day period without a cure or remedy of the Material Change shall be deemed the Termination Date. If Executive fails to timely provide the Notice of Material Change to the Company, Executive shall be deemed to have consented to and waived the Material Change. (b) If Company timely cures or remedies the Material Change, then Executive shall have no right to effectuate a Good Reason Termination and he shall remain employed by Company subject to the terms of this Agreement unless he elects to voluntarily terminate his employment with Company under the terms of Section 10.1 above. If Company by resigning from employment with fails to timely cure or remedy the Company for Good Reason. The term “Good Reason” Material Change, then effective as of the Termination Date, this Agreement shall mean the occurrenceterminate and, without subject to Executive’s prior written consentcompliance with Section 10.2(c) and provided that the Material Change occurred during the Severance Benefit Term, Executive shall be entitled to receive the Severance Pay and Severance Equity Incentive. (c) As a condition of any one or more of receiving the following: Severance Pay and Severance Equity Incentive, Executive shall be required to (i) execute and deliver to Company, and not revoke, a material reduction in Executive’s base salary (unless pursuant to Separation Agreement within a salary reduction program applicable generally to time period prescribed by the Company’s similarly situated senior executives); (ii) a material reduction , which time period shall in Executive’s authority, duties or responsibilities; (iii) a relocation of Executive’s principal place of employment with the Company (or its successor, if applicable) to a place that increases Executive’s one-way commute by no event extend more than fifty (50) miles as compared to Executive’s then-current principal place of employment immediately prior to days past the Termination Date, and (ii) remain in full compliance with such relocation, except for required travel by Executive on the Company’s business to an extent substantially consistent with Executive’s business travel obligations prior to the such relocation; or (iv) any other action of inaction that constitutes a material breach by the Company (or its successor, if applicable) of any material provision of this Separation Agreement. No resignation for Good Reason Company shall be effective unless provide Executive with the Separation Agreement within five (1) Executive provides written notice, within ninety (905) days after the first occurrence of the event giving rise Termination Date. The Severance Cash Payment shall be made to Good ReasonExecutive in twelve (12) equal monthly installments, to the Chairman of the Board setting forth in reasonable detail the material facts constituting Good Reason and the reasonable steps Executive believes necessary to cure, (2) the Company has had thirty (30) business days from the date of such notice to cure any such occurrence otherwise constituting Good Reason, and (3) if such event is not reasonably cured within such period, Executive must resign from all positions Executive then holds with the Company (including any position as a member of the Board) effective first installment due not later than ninety (90) ten days after the expiration effectiveness of Executive’s release of claims under the cure periodSeparation Agreement.

Termination by Executive for Good Reason. The Executive may terminate Executive’s her employment with the Company by resigning from employment with the Company under this Agreement at any time for Good Reason, upon written notice by the Executive to the Company. The term “For purposes of this Agreement, Good Reason” Reason for termination shall mean the occurrencemean, without the Executive’s prior written consent, of any one or more of the following: (i) the assignment to the Executive of substantial duties or responsibilities inconsistent with the Executive’s position at the Company, or any other action by the Company which results in a substantial diminution of the Executive’s duties or responsibilities other than any such reduction which is remedied by the Company within thirty (30) days of receipt of written notice thereof from the Executive; (ii) a requirement that the Executive work principally from a location that is thirty (30) miles further from the Executive’s residence than the Company’s address first written above; (iii) a material reduction in the Executive’s base salary aggregate Base Salary and other compensation (unless pursuant including the target bonus amount and retirement plans, welfare plans and fringe benefits) taken as a whole, excluding any reductions caused by the failure to a salary reduction program applicable generally to the Company’s similarly situated senior executives); (ii) a material reduction in Executive’s authority, duties or responsibilities; (iii) a relocation of Executive’s principal place of employment with the Company (or its successor, if applicable) to a place that increases Executive’s one-way commute by more than fifty (50) miles as compared to Executive’s then-current principal place of employment immediately prior to such relocation, except for required travel by Executive on the Company’s business to an extent substantially consistent with Executive’s business travel obligations prior to the such relocationachieve performance targets; or (iv) any other action of inaction that constitutes a material breach by the Company (or its successor, if applicable) of any material provision of this Agreement. No resignation for Good Reason shall be effective not exist pursuant to any subsection of this Section 5(c) unless (1A) the Executive provides written notice, shall have delivered notice to the Board of Trustees within ninety (90) days after of the first occurrence of the such event giving rise to Good Reason, to the Chairman of the Board setting forth in reasonable detail the material facts constituting Good Reason and the reasonable steps Executive believes necessary to cure, (2) the Company has had thirty (30) business days from the date of such notice to cure any such occurrence otherwise constituting Good Reason, and (3B) if such event is not reasonably cured the Board fails to remedy the circumstances giving rise to the Executive’s notice within such period, thirty (30) days of receipt of notice. The Executive must resign from all positions Executive then holds terminate her employment under this Section 5(c) at a time agreed reasonably with the Company, but in any event within one hundred fifty (150) days from the occurrence of an event constituting Good Reason. For purposes of Good Reason, the Company (including shall be defined to include any position as a member successor to the Company which has assumed the obligations of the Board) effective not later than ninety (90) days after the expiration of the cure periodCompany through merger, acquisition, stock purchase, asset purchase or otherwise.

Termination by Executive for Good Reason. At any time prior to a “Change in Control” (as defined below) of the Company, Executive may terminate Executive’s his employment with by giving 30 days’ written notice thereof to the Board of Directors following the occurrence of a material breach of this Agreement by the Company, provided the Company shall have a reasonable time, not to exceed 20 days in any event, after the receipt of such notice in which to cure the breach specified in such notice. At any time following a Change in Control of the Company, Executive may terminate his employment by resigning from employment with giving 30 days’ written notice thereof to the Company for Good Reason. The term “Good Reason” shall mean Board of Directors following the occurrence, occurrence of any of the following events (without Executive’s prior written consent), provided that the Company shall have a reasonable time, not to exceed 20 days in any event, after the receipt of any one such notice in which to cure the conduct or more of the followingcause specified in such notice: (ia) a material reduction in Executive’s positions, duties and responsibilities with the Company from those in effect immediately prior to the Change in Control; (b) the reduction by the Company in Executive’s rate of annual base salary (unless pursuant to a salary reduction program applicable generally as in effect immediately prior to the Company’s similarly situated senior executives)Change in Control; (iic) a material reduction in Executive’s authority, duties the benefits or responsibilitiesvacation time which had theretofore been provided to Executive other than as a part of an overall program applied uniformly and with equitable effect to all members of the senior management of the Company; (iiid) a the relocation of Executive’s principal the office or place of employment with the Company (or its successor, if applicable) where Executive normally reports for work to a place that increases Executive’s one-way commute by location more than fifty (50) miles as compared to Executive’s then-current principal place of employment distant from the location where Executive normally reported for work immediately prior to such relocation, except for required travel the Change in Control; or (e) the failure by Executive on the Company to obtain a satisfactory agreement from any successor to assume and agree to perform the Company’s business to an extent substantially consistent with Executive’s business travel obligations prior to under this Agreement. In the such relocation; or (iv) any other action event of inaction that constitutes a material breach by termination for Good Reason under this Section 5.04.2 the Company (or its successor, shall pay to and Executive shall be entitled to receive the same compensation and benefits as if applicable) of any material provision Executive had been terminated without Cause under Section 5.03 of this Agreement. No resignation for Good Reason Executive shall only be effective unless (1) entitled to such compensation and benefits if Executive provides written notice, within ninety (90) days after the first occurrence signs a general release of the event giving rise to Good Reason, claims in a form acceptable to the Chairman Company. If Executive does not sign such a general release of claims, Executive shall not be entitled to receive any further compensation under the Board setting forth in reasonable detail the material facts constituting Good Reason and the reasonable steps Executive believes necessary to cure, (2) the Company has had thirty (30) business days from provisions of this Agreement after the date of such notice termination. Any payment made under this Section 5.04.2 will be paid according to cure any such occurrence otherwise constituting Good Reasonthe Company’s normal payroll schedule and policies (including, and (3) if such event is not reasonably cured within such periodwithout limitation, Executive must resign from all positions Executive then holds with the Company (including any position as a member of the Board) effective not later than ninety (90) days after the expiration of the cure periodpayment in periodic installments).

Termination by Executive for Good Reason. The Executive may shall be entitled to resign or otherwise terminate Executive’s his employment with the Company by resigning from employment with the Company for Good Reason. The term In the event of such a termination, Executive shall have the right to receive severance compensation as set forth below in Sections 3(e) or 8, as applicable. For purposes hereof, “Good Reason” shall mean the occurrence, without occurrence of any of the following that is not cured within thirty (30) days of Executive’s prior written consent, of any one or more of notice that the followingoccurrence constitutes Good Reason: (iA) a material reduction in of Executive’s base salary (unless pursuant to a salary reduction program applicable generally to position, title, duties, or responsibilities with the Company’s similarly situated senior executives); (iiB) a material reduction in Executive’s authority, duties or responsibilities; (iii) a relocation of Executive’s principal place of employment with Base Salary or Incentive Bonus; (C) a change in the Company reporting structure as set forth in Section 1(b); (or its successor, if applicableD) to a place that increases Executive’s one-way commute by more than fifty (50) miles as compared to Executive’s then-current principal place of employment immediately prior to such relocation, except for required travel by Executive on the Company’s business to an extent substantially consistent with Executive’s business travel obligations prior to the such relocation; or (iv) any other action of inaction that constitutes a material breach by the Company (or its successor, if applicable) of any material provision of this Agreement; or (E) the Company requiring Executive to move or relocate the Executive’s primary place of employment from his then existing home office or other place of employment by more than thirty-five (35) miles or failure to permit quarterly business travel to India as contemplated under Section 1(b) for three consecutive calendar quarters and to reimburse Executive for such business travel in accordance with Section 2; provided that (1) any notice of Good Reason must be given by Executive to the Company within sixty (60) days of the date Executive becomes aware of the occurrence set forth in clauses (A) – (E) above and (2) any resignation by Executive while the Company has “Good Cause” for termination of Executive and as to which it has previously given written notice to Executive of the basis of such Good Cause prior to the resignation, shall not be considered to be a resignation without Good Reason. No resignation The Executive shall not have the right to terminate his employment for Good Reason shall be effective unless (1) the Executive provides written notice, actually terminates employment within ninety (90) days after the first occurrence following delivery of the event giving rise to Executive’s written notice of Good Reason, to the Chairman of the Board setting forth in reasonable detail the material facts constituting Good Reason and the reasonable steps Executive believes necessary to cure, (2) the Company has had thirty (30) business days from the date of such notice to cure any such occurrence otherwise constituting Good Reason, and (3) if such event is not reasonably cured within such period, Executive must resign from all positions Executive then holds with the Company (including any position as a member of the Board) effective not later than ninety (90) days after the expiration of the cure period.

Termination by Executive for Good Reason. If Executive may suffers or experiences a Material Change during the Severance Benefit Term, Executive shall have the option to terminate this Agreement for Good Reason (such termination being for “Good Cause” or otherwise referred to herein as a “Good Reason Termination”) subject to and in accordance with the following terms: (a) Executive shall provide Company with written notice of the occurrence of the Material Change (“Notice of Material Change), describing in detail the basis and underlying facts supporting Executive’s belief that a Material Change has occurred, within sixty (60) days after the date that such Material Change first occurs. Company shall have thirty (30) days after the receipt of the Notice of Material Change to cure such event if it so chooses. Executive’s Good Reason Termination shall only be effective if Executive has provided the Notice of Material Change within such 60-day period and Company has not cured or remedied such event within thirty (30) days after its receipt of such Notice. The first day following the expiration of such 30-day period without a cure or remedy of the Material Change shall be deemed the Termination Date. If Executive fails to timely provide the Notice of Material Change to the Company, Executive shall be deemed to have consented to and waived the Material Change. (b) If Company timely cures or remedies the Material Change, then Executive shall have no right to effectuate a Good Reason Termination and he shall remain employed by Company subject to the terms of this Agreement unless he elects to voluntarily terminate his employment with Company under the terms of Section 10.1 above. If Company by resigning from employment with fails to timely cure or remedy the Company for Good Reason. The term “Good Reason” Material Change, then effective as of the Termination Date, this Agreement shall mean the occurrenceterminate and, without subject to Executive’s prior written consentcompliance with Section 10.2(c) and provided that the Material Change occurred during the Severance Benefit Term, Executive shall be entitled to receive the Severance Pay and Severance Equity Incentive. (c) As a condition of any one or more of receiving the following: Severance Pay and Severance Equity Incentive, Executive shall be required to (i) execute and deliver to Company, and not revoke, a material reduction in Executive’s base salary (unless pursuant to Separation Agreement within a salary reduction program applicable generally to time period prescribed by the Company’s similarly situated senior executives); (ii) a material reduction , which time period shall in Executive’s authority, duties or responsibilities; (iii) a relocation of Executive’s principal place of employment with the Company (or its successor, if applicable) to a place that increases Executive’s one-way commute by no event extend more than fifty (50) miles as compared to Executive’s then-current principal place of employment immediately prior to days past the Termination Date, and (ii) remain in full compliance with such relocation, except for required travel by Executive on the Company’s business to an extent substantially consistent with Executive’s business travel obligations prior to the such relocation; or (iv) any other action of inaction that constitutes a material breach by the Company (or its successor, if applicable) of any material provision of this Separation Agreement. No resignation for Good Reason Company shall be effective unless provide Executive with the Separation Agreement within five (1) Executive provides written notice, within ninety (905) days after the first occurrence of the event giving rise Termination Date. The Severance Cash Payment shall be made to Good ReasonExecutive in twelve (12) equal monthly installments, to the Chairman of the Board setting forth in reasonable detail the material facts constituting Good Reason and the reasonable steps Executive believes necessary to cure, (2) the Company has had thirty (30) business days from the date of such notice to cure any such occurrence otherwise constituting Good Reason, and (3) if such event is not reasonably cured within such period, Executive must resign from all positions Executive then holds with the Company (including any position as a member of the Board) effective first installment due not later than ninety (90) ten days after the expiration effectiveness of Executive’s release of claims under the cure periodSeparation Agreement.

Termination by Executive for Good Reason. Executive may terminate Executive’s 's employment with the Company by resigning from employment with the Company for Good Reason. The term “"Good Reason” " shall mean the occurrence, without Executive’s 's prior written consent, of any one or more of the following: (i) a material reduction in Executive’s 's base salary (unless pursuant to a salary reduction program applicable generally to the Company’s similarly situated senior executives)salary; (ii) a material reduction in Executive’s 's authority, duties or responsibilities; (iii) a relocation of Executive’s 's principal place of employment with the Company (or its successor, if applicable) to a place that increases Executive’s 's one-way commute by more than fifty (50) miles as compared to Executive’s 's then-current principal place of employment immediately prior to such relocation, except for required travel by Executive on the Company’s 's business to an extent substantially consistent with Executive’s 's business travel obligations prior to the such relocation; (iv) the assignment to Executive of any duties or responsibilities in conflict with Executive's professional medical obligations; or (ivv) any other action of or inaction that constitutes a material breach by the Company (or its successor, if applicable) of any material provision of this Agreement. No resignation for Good Reason shall be effective unless (1) Executive provides written notice, within ninety (90) days after the first occurrence of the event giving rise to Good Reason, to the Chairman of the Board setting forth in reasonable detail the material facts constituting Good Reason and the reasonable steps Executive believes necessary to cure, (2) the Company has had thirty (30) business days from the date of such notice to cure any such occurrence otherwise constituting Good Reason, and (3) if such event is not reasonably cured within such period, Executive must resign from all positions Executive then holds with the Company (including any position as a member of the Board) effective not later than ninety (90) days after the expiration of the cure period.

Termination by Executive for Good Reason. At any time during the Term, Executive may terminate Executive’s 's employment with the Company by resigning from employment with giving the Company written notice of termination for Good ReasonReason specifying in such notice the basis for the Good Reason termination. The term For purposes of this Agreement, “Good Reason” shall mean means the occurrence, occurrence of any of the following events without Executive’s prior written 's consent, of any one or more of the following: (ia) a material reduction in the Company demotes Executive or assigns Executive to duties that are materially inferior to and inconsistent with Executive’s base salary (unless pursuant to a salary reduction program applicable generally to the Company’s similarly situated senior executives); (ii) a material reduction in Executive’s authority's position, duties or responsibilities; (iii) a relocation of Executive’s principal place of employment with the Company (or its successor, if applicable) to a place that increases Executive’s one-way commute by more than fifty (50) miles as compared to Executive’s then-current principal place of employment and responsibilities immediately prior to such relocation, except for required travel by Executive on assignment; (b) the Company’s business to an extent substantially consistent with Company materially breaches any material term of this Agreement; (c) the Company reduces Executive’s business travel obligations prior to Base Salary other than a reduction that is effected in the such relocationcontext of material adverse conditions affecting the Company in which the Company has also effected similar salary reductions for the Chief Executive Officer and Chief Financial Officer; or (ivd) any other action of inaction that constitutes a material breach by the Company eliminates or materially reduces the employee benefits provided to Executive, but only if such elimination or reduction is not applicable to the Chief Executive Officer and Chief Financial Officer; provided, however, the Company will have thirty (or 30) days from its successor, if applicable) receipt of any material provision written notice of this Agreement. No resignation the Good Reason termination in which to take corrective action to cure the Good Reason, and if the Company does not cure the Good Reason, the Good Reason termination will be effective at the end of the thirtieth (30th) day after the Company receives the written notice of Good Reason termination; and provided further, however, for Executive to exercise his right to terminate for Good Reason, Executive must provide written notice of termination for Good Reason shall be effective unless within sixty (1) Executive provides written notice, within ninety (9060) days after the first occurrence of the event giving rise to the basis for the Good Reason termination. Upon Executive's termination of employment for Good Reason, the Company's obligation to pay or provide Executive compensation and benefits under this Agreement shall terminate, except: (A) the Company shall pay or provide Executive the Accrued Benefits; (B) the Company shall provide Executive with severance compensation in the form of salary continuation at the Base Salary rate in effect at the time of Executive's employment termination for a period of twelve (12) months; (C) the Company shall pay Executive an additional amount (the “Insurance Payment”) equal to twelve (12) times the monthly COBRA premium rate in effect for Executive’s health plan coverage tier at the time of Executive’s termination of employment; (D) if a bonus would otherwise have been payable to Executive for the year of Executive’s employment termination pursuant to the Chairman terms of the Board setting forth AIP under Section 4.2 above, Executive shall receive a prorated portion of that AIP bonus amount, based on the number of whole months in reasonable detail such year that Executive was employed prior to his employment termination; and (E) Executive will continue to vest for a period of twelve (12) months after the material facts constituting Good Reason and date of employment termination in any non-vested shares awarded prior to the reasonable steps Executive believes necessary employment termination under the 2008 Incentive Plan.. Subject to cureSection 6.8, the Company will pay: (1) the foregoing salary continuation severance compensation during the applicable severance period in accordance with the Company's customary payroll practices, (2) the Company has had thirty (30) business Insurance Payment in a single lump sum payment within 30 days from after the effective date of such notice to cure any such occurrence otherwise constituting Good Reasonthe Release Agreement under Section 6.8, and (3) the prorated AIP bonus, if any, on the date the AIP bonus is otherwise payable under the terms of the AIP. All such event is not reasonably cured within such periodpayments shall be subject to all applicable payroll tax withholdings. Other than the foregoing, Executive must resign from all positions Executive then holds with the Company (including any position as a member of the Board) effective not later than ninety (90) days after the expiration of the cure periodshall have no further obligations to Executive under this Agreement.

Termination by Executive for Good Reason. Executive may terminate Executive’s employment with pursuant to this Agreement shall terminate in the Company by resigning from employment with the Company for Good Reason. The term event Executive shall determine that there is “Good Reason” to terminate Executive’s employment, which shall mean the occurrencefollowing: (i) Employer’s material breach of the terms of this Agreement or any other written agreement between Executive and Employer; or (ii) The occurrence of any of the following conditions, without Executive’s prior written consent, of any one or more of the following: : (iA) a material significant diminution in the nature or scope of Executive’s authority, title, function or duties; (B) a ten percent (10%) reduction in Executive’s base salary or a twenty-five percent (unless pursuant to a salary reduction program applicable generally to the Company’s similarly situated senior executives); (ii25%) a material reduction in Executive’s authority, duties or responsibilities; target bonus opportunity (iiiunless such reduction is part of a Company officer-wide program to reduce expenses); (C) a relocation of Executive’s principal place of employment with the Company (or its successor, if applicable) to a place that increases Executive’s one-way commute by more than fifty (50) miles as compared to Executive’s then-current principal place of employment immediately prior to such relocation, except for required travel by Executive on the Company’s business requiring Executive to be based and work out of an extent substantially consistent with Executive’s business travel obligations prior office or location more than 50 miles from the office where Executive is currently employed; (D) any material breach of the terms of this Agreement by the Company; or (E) failure of any successor or assignee to the such relocation; or (iv) any other action of inaction that constitutes a material breach by the Company (or its successor, if applicable) of any material provision of to assume this Agreement. No resignation for Provided that Executive has provided with notice of the existence of a condition giving rise to “Good Reason shall be effective unless (1) Executive provides written notice, Reason” to terminate within ninety (90) days after following the first occurrence initial existence of the event giving rise to Good Reasonsuch a condition, to the Chairman of the Board setting forth in reasonable detail the material facts constituting Good Reason and the reasonable steps Executive believes necessary to cure, (2) the Company has had Employer shall have thirty (30) business days from the date of such notice to cure any such occurrence otherwise alleged breach, assignment, reduction or requirement referenced above, after Executive provides Employer written notice of the actions or omissions constituting such breach, assignment, reduction or requirement. If Executive resigns Executive’s employment for Good Reason, Executive shall be paid no later than fourteen (14) days from the termination date in a lump sum: (i) Executive’s salary through the date of termination, (ii) for any unused vacation time, and (3iii) for any unreimbursed business expenses that are subject to reimbursement under Employer’s then current policy on business expenses. II. severance pay of six (6) months’ worth of Executive’s salary at the rate in effect on the termination date. III. the amount equal to the cost of six (6) months’ medical insurance premiums at a monthly amount equal to the amount of COBRA coverage in effect as of the termination date; and IV. an additional tax gross up payment in an amount necessary so that the amount received by Executive to cover COBRA premiums under Section 5(f)(III) after all applicable withholding tax is deducted (using applicable supplemental wage withholding rates) is the full amount Executive would have received under Section 5(f)(III) if no tax withholding was made. Such payments will be subject to all appropriate deductions and withholdings. Upon termination of Executive’s employment hereunder due to resignation for good reason, all unvested stock options, awards, or other equity grants or awards shall immediately fully vest. Executive or Executive’s estate (as the case may be) shall be entitled to receive any vested benefits required to be paid by law and any vested compensation required to be paid by law. Executive shall only be entitled to such event is severance pay if, within thirty (30) days following the date of termination, both Employer and Executive have signed (and then Executive does not reasonably cured within rescind, as may be permitted by law) a mutual general release of claims in a form mutually acceptable to both parties (provided, however, that such periodrelease of claims shall only require each party to release the other party from claims relating directly to Executive’s employment and the termination thereof, and shall not require Executive must resign from all positions Executive then holds with the Company (including any position to release claims relating to vested employee benefits or relating to other matters, including, but not limited to, claims relating to Executive’s status as a member shareholder of the Board) effective not later than ninety (90) days after the expiration of the cure periodCompany.

Termination by Executive for Good Reason. Executive may terminate Executive’s employment with his Employment at any time for “Good Reason” by giving the Company by resigning from employment with the Company for Good Reasonwritten notice of such termination. The term For purposes of this Agreement, “Good Reason” shall mean the occurrence, without Executive’s prior written consent, of any one or more of the followingmean: (i) the Company has breached its obligations hereunder in any material respect; (ii) the Company has decreased Executive’s then current Base Salary; and/or (iii) the Company has effected a material reduction diminution in Executive’s base salary reporting responsibilities, authority, or duties as in effect immediately prior to such change. However, Executive may not terminate this Agreement for Good Reason unless: (unless pursuant A) Executive has provided written notice to the Company of his intent to terminate the Agreement under this provision and identify the specific condition Executive believes to constitute Good Reason; (B) the Company has been given at least 30 days after receiving such notice to cure such condition; and (C) the Company fails to reasonably cure the condition. If Executive terminates his employment under this Section 3(c) and Executive and Company have executed (and, if applicable, thereafter have not revoked) the Mutual Release, Company shall pay Executive: (i) Executive’s then current Base Salary through the effective date of such termination, (ii) if entitled to receive a salary reduction program applicable generally bonus as may be determined by the Compensation Committee or Board, a Pro-Rated Bonus payable in a lump sum at the same time as bonuses are paid to the Company’s similarly situated senior executives); (ii) a material reduction in Executive’s authorityexecutives generally, duties or responsibilities; and (iii) a relocation the lesser of (a) the remaining amount of Base Salary due to Executive hereunder notwithstanding Executive’s termination or (B) thirty (30) months of Executive’s principal place of employment with the Company then current Base Salary payable in a lump sum no later than seventy five (or its successor, if applicable) to a place that increases Executive’s one-way commute by more than fifty (50) miles as compared to Executive’s then-current principal place of employment immediately prior to such relocation, except for required travel by Executive on the Company’s business to an extent substantially consistent with Executive’s business travel obligations prior to the such relocation; or (iv) any other action of inaction that constitutes a material breach by the Company (or its successor, if applicable) of any material provision of this Agreement. No resignation for Good Reason shall be effective unless (1) Executive provides written notice, within ninety (9075) days after the first occurrence of the event giving rise to Good Reason, to the Chairman of the Board setting forth in reasonable detail the material facts constituting Good Reason and the reasonable steps Executive believes necessary to cure, (2) the Company has had thirty (30) business days from the effective date of such notice termination. In addition, all Unvested Equity Grants, if any, shall automatically become fully vested upon termination pursuant to cure any such occurrence otherwise constituting Good Reason, and (3) if such event is not reasonably cured within such period, Executive must resign from all positions Executive then holds with the Company (including any position as a member of the Board) effective not later than ninety (90) days after the expiration of the cure periodthis Section 3(c).

Termination by Executive for Good Reason. Executive may terminate Executive’s employment with the Company by resigning from employment with the Company this Agreement for Good Reason. The term For purposes of this Agreement, “Good Reason” shall mean the occurrencemean, without Executive’s prior express written consent, of any one or more of the following: (i) a material reduction in adverse change made by the Employers which would reduce the Executive’s base salary (unless pursuant to a salary reduction program applicable generally to functions, duties or responsibilities as the Company’s similarly situated senior executives)Senior Executive Vice President and Chief Financial Officer of the Company and the Bank; (ii) a material reduction by the Employers in the Executive’s authorityBase Salary, duties as the same may be increased from time to time; or responsibilities; (iii) a relocation material reduction by the Employers in the amount of Executive’s principal place of employment with annual cash incentive bonus, but only to the Company extent (or its successorA) such annual cash incentive bonus (immediately prior to any such reduction) is determined based upon a Board-approved formula, if applicable(B) such reduction is disproportionate to a place that increases Executive’s one-way commute by more than fifty (50) miles Executive as compared to other executive officers of either or both Employers whose annual cash incentive bonus similarly is determined based upon a Board-approved formula, and (C) such reduction is not the result of the Board’s good faith determination that Executive acted with negligence or otherwise failed to fulfill his duties consistent with customary expectations for Executive’s then-current principal place position, and the Employers were adversely affected as a result of employment immediately prior such negligence or failure; (iv) the Employers require the Executive to such relocationbe based at a location more than 50 miles from the Executive’s assigned work location as of the date of the Change in Control (which requirement shall be deemed to be a material change in the geographic location at which the Executive must perform services for the Company and the Bank), except for required travel by Executive on business of the Company’s business Employers to an extent substantially consistent with the Executive’s 's present business travel obligations prior to the such relocationobligations; or (ivv) any other action of inaction that constitutes a the Company’s or the Bank’s material breach by the Company (or its successor, if applicable) of any material provision of this Agreement. No resignation for Notwithstanding the foregoing, Good Reason shall be effective unless occur only if: (1a) Executive provides the Employers with a written notice, within ninety (90) days after the first occurrence notice of the event giving rise to Good Reason, to the Chairman of the Board setting forth in reasonable detail the material facts constituting Good Reason and the reasonable steps Executive believes necessary to cure, (2) the Company has had thirty (30) business days from the date of such notice to cure any such occurrence otherwise constituting Good Reason, and (3) if such event is not reasonably cured within such period, Executive must resign from all positions Executive then holds with the Company (including any position as a member of the Board) effective not later termination no more than ninety (90) days after the expiration initial occurrence of the Good Reason basis for termination, which notice must set forth in reasonable detail the facts and circumstances claimed to provide a basis for termination for Good Reason (“Notice of Intent to Resign for Good Reason”), and (b) the Employers do not cure periodthe event or events that constitute Good Reason within thirty (30) days after receipt of Executive’s Notice of Intent to Resign for Good Reason (the “Cure Period”). Executive will have sixty (60) days following the end of the Cure Period to terminate Executive’s employment by written notice to the Employers if the underlying event or events remain uncured. Good Reason shall, for all purposes under this Agreement, be construed and administered in manner consistent with the definition of “good reason” under Treasury Regulation § 1.409A-1(n).

Termination by Executive for Good Reason. Executive may terminate Executive’s voluntarily elect to resign his employment with the Company prior to the end of the Initial Term or any Successive Term for Good Reason (as hereinafter defined). In the event of Executive's Separation from Service for Good Reason at any time during the Initial Term or any Successive Term, then, subject to the provisions of Section 9 below, Executive shall be entitled to receive the payments or benefits set forth in Section 8(a) as if such Separation from Service was as a result of Executive's termination by resigning from employment with the Company for without Cause during the Initial Term or thereafter (as applicable). "Good Reason. The term “Good Reason” " shall mean any of the occurrence, following that are undertaken without Executive’s prior 's express written consent, of any one or more of the following: (i) a material the assignment to Executive of principal duties or responsibilities, or the substantial reduction in of Executive’s base salary (unless pursuant to a salary reduction program applicable generally to 's duties and responsibilities, either of which is materially inconsistent with Executive's position as Chief Operating Officer of the Company’s similarly situated senior executives); (ii) a material reduction by the Company in Executive’s authority's annual Base Salary, duties or responsibilitiesexcept to the extent the salaries of other executive employees of the Company and any other controlled subsidiary of the Company are similarly reduced; (iii) a relocation of Executive’s principal place of employment with the Company (or its successorbusiness is, if applicable) to without his consent, relocated by a place that increases Executive’s one-way commute by distance of more than fifty thirty (5030) miles as compared to Executive’s then-current principal place from the center of employment immediately prior to such relocationGlendale, except for required travel by Executive on the Company’s business to an extent substantially consistent with Executive’s business travel obligations prior to the such relocationCalifornia; or (iv) any other action of inaction that constitutes a material breach by the Company (or its successor, if applicable) of any material provision of this Agreement. No For avoidance of doubt, any notice of non-renewal provided by the Company to Executive pursuant to Section 1 of this Agreement shall not constitute or give rise to Good Reason under this Section 8(b). Executive must provide written notice to the Company of the occurrence of any of the foregoing events or conditions without Executive's written consent within ninety (90) days of the occurrence of such event. The Company or any surviving entity shall have a period of thirty (30) days to cure such event or condition after receipt of written notice of such event from Executive. Any Separation from Service by reason of Executive's resignation for Good Reason following such thirty (30) day cure period must occur no later than the date that is six (6) months following the initial occurrence of one of the foregoing events or conditions without Executive's written consent. Executive's Separation from Service by reason of his resignation for Good Reason shall be effective unless (1) treated as involuntary. For avoidance of doubt, in the event Executive provides written notice, within ninety (90) days after the first occurrence foregoing notice to the Company prior to the expiration of the Initial Term but the ensuing cure period of the Company expires following the end of the Initial Term and during any Successive Term and (the applicable event or condition constituting or giving rise to Good Reason, to Reason having not been cured by the Chairman of Company during the Board setting forth in reasonable detail the material facts constituting applicable cure period) Executive subsequently resigns for Good Reason and pursuant to this Section 8(b), such resignation shall be treated for all purposes of this Section 8(b) as having occurred during the reasonable steps Executive believes necessary to cure, (2) the Company has had thirty (30) business days from the date of such notice to cure any such occurrence otherwise constituting Good Reason, and (3) if such event is not reasonably cured within such period, Executive must resign from all positions Executive then holds with the Company (including any position as a member of the Board) effective not later than ninety (90) days after the expiration of the cure periodInitial Term.

Termination by Executive for Good Reason. Executive may terminate Executive’s employment with the Company by resigning from employment with the Company for Good Reason (as defined below) by delivering to the Company a Notice of Termination not less than thirty (30) days prior to the termination of Executive’s employment for Good Reason. The term Company shall have the option of terminating Executive’s duties and responsibilities prior to the expiration of such thirty-day notice period. For purposes of this Agreement, “Good Reason” shall mean means voluntary resignation after any of the occurrence, following actions taken by the Company or any of its subsidiaries without Executive’s prior written consent, of any one or more of the following: (i) a material reduction in of Executive’s base salary (unless pursuant to a salary reduction program applicable generally duties and responsibilities to the CompanyCompany or Executive’s similarly situated senior executivestitle or position or reporting (other than any such material reduction resulting from incapacity due to physical or mental illness); (ii) a material reduction in Executivethe Company’s authorityfailure to appoint Executive to the position of Chief Executive Officer on or before December 31, duties or responsibilities2017; (iii) a relocation reduction in Base Salary or Target Bonus opportunity (not including any diminution in Base Salary permitted by Section 3(a) of Executive’s principal place of employment with the Company (or its successor, if applicable) to a place that increases Executive’s one-way commute by more than fifty (50) miles as compared to Executive’s then-current principal place of employment immediately prior to such relocation, except for required travel by Executive on the Company’s business to an extent substantially consistent with Executive’s business travel obligations prior to the such relocationthis Agreement); or (iv) any other action of inaction that constitutes a material breach by the Company (or its successor, if applicable) of any a material provision of this Agreement; or (v) the Executive’s removal from, or failure to be nominated or re-elected to, the Board. No resignation for Executive shall provide notice of the existence of the Good Reason shall be effective unless (1) Executive provides written notice, condition within ninety (90) days after the first occurrence of the event giving rise to Good Reason, to the Chairman date Executive learns of the Board setting forth in reasonable detail the material facts constituting Good Reason condition, and the reasonable steps Executive believes necessary to cure, (2) the Company has had shall have a period of thirty (30) business days from during which it may remedy the date of such notice to cure any such occurrence otherwise constituting Good Reasoncondition, and in case of full remedy such condition shall not be deemed to constitute Good Reason hereunder. In the event the Company is unable to remedy the Good Reason condition in all material respects within the thirty (330) if such event is not reasonably cured within such day period, Executive must resign from all positions Executive then holds may terminate employment with the Company for Good Reason within thirty (including any position as a member of the Board) effective not later than ninety (9030) days after following the expiration of the cure such thirty (30) day period.

Termination by Executive for Good Reason. The Executive may terminate also resign Executive’s employment with the Company at any time for any reason, including Good Reason. In the case of a resignation without Good Reason, the Executive shall provide written notice to the Board at least thirty (30) days prior to the date of termination. During any notice period provided by resigning the Executive in connection with Executive’s resignation, the Company may, in its discretion, direct the Executive not to perform any work or report to the office for part or all of the notice period, although the Executive’s Base Salary and benefits shall continue during such notice period regardless. “Good Reason” means any one of the following events: (A) a material diminution in the Executive’s duties and responsibilities, or a change in the Executive’s position within the Company which constitutes a demotion, without the Executive’s prior consent; (B) a reduction in the Executive’s Base Salary to an amount below the amount set forth in Section 1(A), except in circumstances when the Executive’s Base Salary is reduced in connection with a pay reduction plan generally applicable to the Company’s management and employees; or (C) a change in the principal workplace of the Executive to a location outside of an 30-xxxx xxxxxx xxxx Xxxxxxxxx, Xxxxxxxxxxxxx; provided, however, that none of the foregoing events shall constitute Good Reason unless and until the Executive provides the Board with at least thirty (30) days’ prior written notice of Executive’s intent to resign for Good Reason (which notice is provided not later than thirty (30) days following the date upon which the Executive receives notice of the event constituting Good Reason), and the Company has not remedied the event allegedly constituting Good Reason within such 45 day period. iSpecimen Inc. Executive Employment Agreement – J. Xxxxxx In the event of any termination for Good Reason, the Executive shall be entitled to (i) salary continuation payments for the aforementioned Salary Continuation Period, at the Executive’s then current base salary rate, (ii) any Special Incentive and Target Bonus tied to such Special Incentive earned but unpaid as of the termination date, and (iii) COBRA benefits for the applicable statutory period, with the Company providing Executive with continuation coverage upon the same terms and conditions as if Executive were still an active employee of the Company. Such salary continuation payments shall be payable on a bi-weekly basis for the duration of the Salary Continuation Period and shall be subject to all applicable taxes. . Notwithstanding anything herein to the contrary, Executive shall not be entitled to receive any payments pursuant to this Section unless Executive has executed and delivered to the Company a general release with customary, industry-standard terms and conditions, that includes a re-affirmation of Executive’s non-competition covenant set forth in Exhibit D hereto, in favor of the Company in form and substance satisfactory to the Company (and such release is in full force and effect and has not been revoked), which release shall be in full force and effect (and no longer subject to revocation) within sixty (60) calendar days after Executive’s separation from employment with the Company for Good ReasonCompany. The term “Good Reason” shall mean In the occurrenceevent said sixty (60) day period spans more than one calendar year, without Executive’s prior written consent, of any one or more of the following: (i) a material reduction in Executive’s base salary (unless payments made pursuant to a salary reduction program applicable generally to this Section 5(D) shall not commence until the Company’s similarly situated senior executives); (ii) a material reduction in Executive’s authority, duties or responsibilities; (iii) a relocation of Executive’s principal place of employment with the Company (or its successor, if applicable) to a place that increases Executive’s one-way commute by more than fifty (50) miles as compared to Executive’s then-current principal place of employment immediately prior to such relocation, except for required travel by Executive on the Company’s business to an extent substantially consistent with Executive’s business travel obligations prior to the such relocation; or (iv) any other action of inaction that constitutes a material breach by the Company (or its successor, if applicable) of any material provision of this Agreement. No resignation for Good Reason shall be effective unless (1) Executive provides written notice, within ninety (90) days after the first occurrence of the event giving rise to Good Reason, to the Chairman of the Board setting forth in reasonable detail the material facts constituting Good Reason and the reasonable steps Executive believes necessary to cure, (2) the Company has had thirty (30) business days from the date of such notice to cure any such occurrence otherwise constituting Good Reason, and (3) if such event is not reasonably cured within such period, Executive must resign from all positions Executive then holds with the Company (including any position as a member of the Board) effective not later than ninety (90) days after the expiration of the cure periodcalendar year.

Termination by Executive for Good Reason. Executive may terminate Executive’s employment with the Company by resigning from employment with the Company for Good Reason. The term “Good Reason” shall mean the occurrence, without Executive’s prior written consent, of any one or more of the following: (i) a material reduction in Executive’s base salary of ten percent (10%) or more (unless such reduction is pursuant to a salary reduction program applicable generally to the Company’s similarly situated senior executivesexecutive officers); (ii) a material reduction in Executive’s authority, duties or responsibilities; provided, however, that the acquisition of the Company and subsequent conversion of the Company to a subsidiary, division or unit of the acquiring company will not by itself result in a diminution of Executive’s position; (iii) a relocation of Executive’s principal place of employment with the Company (or its successor, if applicable) to a place that increases Executive’s one-way commute by more than fifty twenty five (5025) miles as compared to Executive’s then-current principal place of employment immediately prior to such relocation, except for required travel by Executive on the Company’s business to an extent substantially consistent with Executive’s business travel obligations prior to the such relocation; or (iv) any other action of inaction that constitutes a material breach by the Company (or its successor, if applicable) of any material provision of this Agreement. No resignation for Good Reason shall be effective unless (1) Executive provides written notice, within ninety thirty (9030) days after the first occurrence of the event giving rise to Good Reason, to the Chairman of the Board setting forth in reasonable detail the material facts constituting Good Reason and the reasonable steps Executive believes necessary to cure, (2) the Company has had thirty (30) business days from the date of such notice to cure any such occurrence otherwise constituting Good Reason, and (3) if such event is not reasonably cured within such period, Executive must resign from all positions Executive then holds with the Company (including any position as a member of the Board) effective not later than ninety fifteen (9015) days after the expiration of the cure period. Further, no resignation for Good Reason shall be effective if prior to Executive’s written notice of resignation for Good Reason the Company first provided Executive notice of its intent to terminate Executive’s employment.

Termination by Executive for Good Reason. The Executive may terminate Executive’s his employment with the Company by resigning from employment with the Company under this Agreement at any time for Good Reason, upon written notice by the Executive to the Company. The term “For purposes of this Agreement, Good Reason” Reason for termination shall mean the occurrencemean, without the Executive’s prior written consent, of any one or more of the following: (i) a material reduction in the assignment to the Executive of substantial duties or responsibilities inconsistent with the Executive’s base salary (unless pursuant to a salary reduction program applicable generally to position at the Company, or any other action by the Company which results in a substantial diminution of the Executive’s similarly situated senior executives)duties or responsibilities other than any such reduction which is remedied by the Company within thirty (30) days of receipt of written notice thereof from the Executive; (ii) a material reduction in requirement that the Executive work principally from a location that is twenty (20) miles further from the Executive’s authority, duties or responsibilitiesresidence than the Company’s address first written above; (iii) a relocation of ten (10) percent or greater reduction in the Executive’s principal place of employment with aggregate Base Salary and other compensation (including the Company (or its successortarget bonus amount and retirement plan, if applicablewelfare plans and fringe benefits) taken as a whole, excluding any reductions caused by the failure to a place that increases Executive’s one-way commute by more than fifty (50) miles as compared to Executive’s then-current principal place of employment immediately prior to such relocation, except for required travel by Executive on the Company’s business to an extent substantially consistent with Executive’s business travel obligations prior to the such relocationachieve performance targets; or (iv) any other action of inaction that constitutes a material breach by the Company (or its successor, if applicable) of any material provision of this Agreement. No resignation for Good Reason shall be effective not exist pursuant to any subsection of this Section 5(c) unless (1A) the Executive provides written notice, shall have delivered notice to the Company’s Board of Directors within ninety (90) days after of the first occurrence of the such event giving rise to Good Reason, to the Chairman of the Board setting forth in reasonable detail the material facts constituting Good Reason and the reasonable steps Executive believes necessary to cure, (2) the Company has had thirty (30) business days from the date of such notice to cure any such occurrence otherwise constituting Good Reason, and (3B) if such event is not reasonably cured the Company’s Board of Directors fails to remedy the circumstances giving rise to the Executive’s notice within such period, thirty (30) days of receipt of notice. The Executive must resign from all positions Executive then holds terminate his employment under this Section 5(c) at a time agreed reasonably with the Company, but in any event within one hundred fifty (150) days from the occurrence of an event constituting Good Reason. For purposes of Good Reason, the Company (including shall be defined to include any position as a member successor to the Company which has assumed the obligations of the Board) effective not later than ninety (90) days after the expiration of the cure periodCompany through merger, acquisition, stock purchase, asset purchase or otherwise.

Termination by Executive for Good Reason. Executive may has the right, in her reasonable determination at any time during the Term, to terminate Executive’s employment with the Company by resigning from her employment with the Company for Good Reason (as defined in this Section 6(c) below) by giving written notice to the Company as described in this Section 6(c). Prior to the effectiveness of termination for Good Reason, within thirty (30) calendar days following the existence of a condition constituting Good Reason, Executive shall provide written notice to the Company specifically identifying the reason or reasons which are alleged to constitute Good Reason, and an opportunity to cure same within a period of not less than thirty (30) days; provided, however, that Executive shall have no obligation to continue her employment with the Company following such thirty (30) calendar day notice period unless the Company cures the event(s) giving rise to Executive’s Good Reason notice. The As used in this Section 6(c), the term “Good Reason” shall mean the occurrence, without Executive’s prior written consent, of any one or more of the following: and include (i) a material reduction in assignment to Executive of duties materially inconsistent with Executive’s base salary (unless pursuant to a salary reduction program applicable generally to the Company’s similarly situated senior executives); position, (ii) a material reduction in Executive’s authority, duties or responsibilities; (iii) a relocation of Executive’s principal requiring Executive to move her place of employment with the Company (or its successor, if applicable) to a place that increases Executive’s one-way commute by more than fifty (50) miles as compared to Executive’s then-current principal from her place of employment immediately prior to such relocationmove, except for required travel by Executive on the Company’s business to an extent substantially consistent with Executive’s business travel obligations prior to the such relocation; or (iviii) any other action of inaction that constitutes a material breach by the Company (or its successor, if applicable) of any material provision of this Agreement, (iv) failure by the Company, at least sixty (60) days prior to the scheduled end of the Term, to offer to renew or extend this Agreement or enter into a new written employment agreement with Executive, in each case for a term of at least twelve (12) months; provided that in any such case Executive has not consented thereto. No resignation In addition to the foregoing requirements, in no event shall Executive’s termination of her employment be considered for Good Reason unless such termination occurs within ninety (90) days following the initial existence of one of the conditions specified in clauses (i), (ii), (iii) or (iv) of the preceding sentence. If Executive terminates her employment for Good Reason, the Company’s obligation to Executive shall be limited solely to the payment of (i) unpaid Base Salary plus any accrued but unpaid benefits accrued up to the effective unless date of termination; (1ii) a portion of any unpaid bonus earned in accordance with the then applicable bonus plan or program for the year in which the termination occurs, based on the Company’s actual year-to-date performance compared to the year-to-date approved operating plan for the relevant bonus targets (if determinable - or if not determinable, then based on assumed achievement of applicable performance goals at the “target” level), each measured as of the date of termination, prorated using a fraction, the numerator of which is the number of days Executive provides written noticeis employed by the Company during the year in which the termination occurs and the denominator of which is 365; (iii) if the date of termination occurs prior to the date on which the annual bonus, if any, for the immediately preceding year would otherwise be paid, an amount equal to the annual bonus that would have been paid to Executive for such immediately preceding year, based on the actual achievement of applicable performance goals and without regard to whether Executive is employed on the date the bonus otherwise would have been paid; (iv) severance in an amount equal to Executive’s then current Base Salary for a period of eighteen (18) months; and (v) if Executive is eligible for and timely elects COBRA coverage for health insurance coverage, an additional severance benefit calculated by the Company in its discretion equal to (A) the cost of monthly COBRA premiums (determined as of the effective date of termination) multiplied by (B) eighteen (18). Executive’s rights with regard to equity incentive awards, including stock options and restricted stock units, shall be governed by the separate applicable agreements entered into between Executive and the Company. As a condition to her receipt of the post-employment payments and benefits under this Section 6(c), Executive must be in compliance with Section 5 hereof, and must execute, return, not rescind and comply with a general release of claims agreement in favor of the Company and related entities and individuals, within the timeframe and in a form to be prescribed by the Company. The amount described in clause (i) of the first sentence of this paragraph shall be paid within ninety (90) calendar days after the date of termination of Executive’s employment, and the severance benefits described in clauses (ii) and (iii) of the first sentence of this paragraph shall be paid in equal installments according to the normal payroll schedule, the first payment to Executive to be made on the next scheduled payroll date that occurs within ninety (90) days after the first occurrence date of the event giving rise to Good Reasontermination of Executive’s employment, to the Chairman of the Board setting forth provided that, in reasonable detail the material facts constituting Good Reason and the reasonable steps Executive believes necessary to cureeach case, (2) the Company has had thirty received the signed general release of claims agreement and Executive has not rescinded such agreement within the rescission period set forth in such agreement. Executive shall have no duty to mitigate damages under this Section 6(c) during the applicable severance period, and in the event Executive shall subsequently receive income from providing Executive’s services to any person or entity, including self-employment income, or otherwise, then no such income shall in any manner offset or otherwise reduce the payment obligations of the Company hereunder. Notwithstanding anything herein to the contrary, this Section 6(c) shall not apply if Executive terminates her employment with the Company or a succeeding entity for Good Reason upon or within one year of a Change of Control at any time during the Term as described in Section 7 hereof. In such case, Section 7 hereof shall control. Executive has the right, at any time during the Term, to terminate her employment with the Company without Good Reason (30as defined above) business by giving written notice to the Company, which termination shall be effective sixty (60) calendar days from the date of such notice to cure any such occurrence otherwise constituting written notice. If Executive terminates her employment without Good Reason, the Company’s obligation to Executive shall be limited solely to the payment of unpaid Base Salary accrued up to the effective date of termination plus any earned but unpaid bonus, and (3) if such event is not reasonably cured within such period, Executive must resign from all positions Executive then holds with the Company (including any position as a member of the Board) effective not later than ninety (90) days after the expiration of the cure periodaccrued but unpaid benefits.

Termination by Executive for Good Reason. Executive may shall be entitled to terminate Executive’s employment with this Agreement at any time for “Good Reason” by giving the Company by resigning from employment with the Company for Good Reasonwritten notice of such termination. The term For purposes of this Agreement, “Good Reason” shall mean the occurrence, without Executive’s prior written consent, of any one or more of the following: (i) the Company has breached its obligations hereunder in any material respect, (ii) the Company has decreased Executive’s then current Base Salary, and/or (iii) the Company has effected a material reduction diminution in Executive’s base salary reporting responsibilities, authority, or duties as in effect immediately prior to such change; provided, however, that Executive shall not have the right to terminate this Agreement for Good Reason unless: (unless pursuant to a salary reduction program applicable generally A) no later than 90 days after the Good Reason event occurs, Executive has provided written notice to the Company’s similarly situated senior executives)Company of his intent to terminate the Agreement under this provision and identify the specific condition Executive believes to constitute “Good Reason”; (iiB) a material reduction in Executive’s authority, duties or responsibilitiesthe Company has been given at least 30 days after receiving such notice to cure such condition; (iiiC) a relocation of Executive’s principal place of the Company fails to reasonably cure the condition; and (D) Executive actually terminates employment with the Company within sixty (or its successor, if applicable) to a place that increases Executive’s one-way commute by more than fifty (50) miles as compared to Executive’s then-current principal place of employment immediately prior to such relocation, except for required travel by Executive on the Company’s business to an extent substantially consistent with Executive’s business travel obligations prior to the such relocation; or (iv) any other action of inaction that constitutes a material breach by the Company (or its successor, if applicable) of any material provision of this Agreement. No resignation for Good Reason shall be effective unless (1) Executive provides written notice, within ninety (90) days after the first occurrence of the event giving rise to Good Reason, to the Chairman of the Board setting forth in reasonable detail the material facts constituting Good Reason and the reasonable steps Executive believes necessary to cure, (2) the Company has had thirty (30) business days from the date of such notice to cure any such occurrence otherwise constituting Good Reason, and (3) if such event is not reasonably cured within such period, Executive must resign from all positions Executive then holds with the Company (including any position as a member of the Board) effective not later than ninety (9060) days after the expiration of such 30 day period. In such event, provided that Executive and the cure periodCompany execute (and, if applicable, thereafter not revoke) the Mutual Release, Executive shall be entitled to receive (i) Executive’s then current Base Salary through the effective date of such termination, (ii) if entitled to receive bonus as may be determined by the Compensation Committee, a Pro-Rated Bonus payable in a lump sum at the same time as bonuses are paid to the Company’s senior executives generally, and (iii) twenty-four (24) months of Executive’s then current Base Salary payable in a lump sum payment to Executive no later than the date that is two and a half months following the calendar year in which such termination for Good Reason occurs. In addition, provided the Mutual Release has been executed, all Unvested Equity Grants, if any, shall automatically become fully vested upon termination pursuant to this Section 3(d).

Termination by Executive for Good Reason. Executive may terminate Executive’s his employment with the Company by resigning from employment with the Company and this Agreement at any time for Good ReasonReason (as defined below). The A termination of employment and this Agreement by Executive for Good Reason shall entitle Executive to payments and other benefits as specified in Section 6.3, unless such termination occurs during the Protection Period in which case the payments and benefits in Section 6.4 shall apply. For purposes of this Agreement, the term “"Good Reason” shall mean " means, subject to the occurrencenotice and cure provisions herein, any of the following actions if taken without Executive’s 's prior written consent, : (a) the assignment to the Executive of any one or more of duties inconsistent with the following: position in the Corporation that Executive held immediately prior to the assignment; (ib) a material reduction Change of Control resulting in Executive’s base salary (unless pursuant to a salary reduction program applicable generally to significant adverse alteration in the Company’s similarly situated senior executives); (ii) a material reduction in Executive’s authority, duties status or responsibilities; (iii) a relocation conditions of Executive’s principal place of employment 's participation with the Company (Corporation or its successorother nature of Executive's responsibilities from those in effect prior to such Change of Control, if applicable) to a place that increases Executive’s one-way commute by more than fifty (50) miles as compared to Executive’s then-current principal place of employment including any significant alteration in Holder's responsibilities immediately prior to such relocation, except for required travel Change in Control; (c) the failure by the Company to continue to provide the Executive on with benefits substantially similar to those enjoyed by the Company’s business to an extent substantially consistent with Executive’s business travel obligations Executive prior to the such relocationfailure; or (ivd) any other action of or inaction that constitutes a material breach by the Company (or its successor, if applicable) of any material provision of this Agreement. No resignation To exercise the option to terminate employment for Good Reason, Executive must provide written notice to the Company of Executive's belief that Good Reason exists within sixty (60) days of the initial existence of the Good Reason condition, and that notice shall describe in reasonable detail the condition(s) believed to constitute Good Reason. The Company then shall have thirty (30) days to remedy the Good Reason condition(s). If not remedied within that 30-day period or if the Company notifies Executive that it does not intend to cure such condition(s) before the end of that 30-day period, Executive may submit a notice of termination to the Company; provided, however, that the notice of termination invoking Executive's option to terminate employment for Good Reason shall must be effective unless given no later than one hundred (1) Executive provides written notice, within ninety (90l00) days after the date the Good Reason condition first occurrence arose; otherwise, Executive shall be deemed to have accepted the condition(s), or the Company's correction of the event giving such condition(s), that may have given rise to the existence of Good Reason, to the Chairman of the Board setting forth in reasonable detail the material facts constituting Good Reason and the reasonable steps Executive believes necessary to cure, (2) the Company has had thirty (30) business days from the date of such notice to cure any such occurrence otherwise constituting Good Reason, and (3) if such event is not reasonably cured within such period, Executive must resign from all positions Executive then holds with the Company (including any position as a member of the Board) effective not later than ninety (90) days after the expiration of the cure period.

Termination by Executive for Good Reason. Executive may terminate Executive’s the Term and his employment with the Company by resigning from employment with the Company for Good Reason. The term For purposes of this Agreement, “Good Reason” shall mean means the occurrenceoccurrence of any of the following, in each case without Executive’s prior written consent, of any one or more of the following: (i) a material reduction in Executive’s Base Salary, unless the reduction is part of an overall and nondiscriminatory reduction to the base salary salaries of all similarly situated employees and the reduction is proportional to the reductions suffered by the other employees, (unless pursuant ii) a relocation of Executive’s principal place of employment to a salary reduction program applicable generally to location more than fifty (50) miles from the Company’s similarly situated senior executiveslocation identified in Section 3 (provided, however, that any travel contemplated by Section 3 of this Agreement shall not constitute a relocation); , or (iiiii) a material reduction in Executive’s authority, duties or responsibilities; responsibilities as they exist at the start of this Agreement (iiiother than temporarily while Executive is physically or mentally incapacitated or as required by applicable law). Notwithstanding the foregoing, an occurrence described above which otherwise may constitute Good Reason hereunder shall not constitute Good Reason if: (x) a relocation Executive fails to provide written notice to the Company of the occurrence alleged to constitute Good Reason hereunder within fifteen (15) business days after such occurrence initially occurs, (y) the Company cures, corrects or otherwise remedies such occurrence within ten (10) business days after the Company’s receipt of Executive’s principal place of employment with the Company (or its successorwritten notice hereunder, if applicable) to a place that increases Executive’s one-way commute by more than fifty (50) miles as compared to Executive’s then-current principal place of employment immediately prior to such relocation, except for required travel by Executive on determined in the Company’s business to an extent substantially consistent with Executive’s business travel obligations prior to the such relocation; reasonable judgment, or (ivz) any other action of inaction that constitutes a material breach by in the event the Company does not cure, correct or otherwise remedy such occurrence as provided above, Executive fails to resign within ten (or its successor, if applicable10) of any material provision of this Agreement. No resignation for Good Reason shall be effective unless (1) Executive provides written notice, within ninety (90) business days after the first occurrence end of such cure period. In the event giving rise to Good Reason, to the Chairman of the Board setting forth in reasonable detail the material facts constituting Good Reason and the reasonable steps Executive’s employment is terminated by Executive believes necessary to cure, (2) the Company has had thirty (30) business days from the date of such notice to cure any such occurrence otherwise constituting for Good Reason, and (3provided that Executive fully complies with his obligations under this Agreement and executes a general release of all claims as required under section 7(g), then Executive shall be paid compensation pursuant to sections 7(f) if such event is not reasonably cured within such period, Executive must resign from all positions Executive then holds with the Company (including any position as a member of the Board) effective not later than ninety (90) days after the expiration of the cure periodand 7(g).

Termination by Executive for Good Reason. Executive may terminate Executive’s his employment with the Company by resigning from employment with the Company Employer for Good Reason. The term For purposes of this Agreement, and subject to Employer’s opportunity to cure as provided in this Section 4(b), Executive shall have “Good Reason” to terminate his employment hereunder if such termination shall mean be the occurrenceresult of (in each case, without Executive’s prior written consent, of any one or more of the following: ): (i) a material reduction in Employer materially and adversely changes reduce Executive’s base salary (unless pursuant to a salary reduction program applicable generally to title, duties or responsibilities as President and Chief Executive Officer of the Company’s similarly situated senior executives); Company and the Bank; (ii) a material reduction in Executive’s authority, duties or responsibilitiesthe Base Salary as the same may be increased from time to time after the date hereof (except to the extent the annual base salaries of all other officers of the Company and the Bank are similarly reduced); or (iii) a the relocation of Executive’s principal place location of employment with the Company (or its successor, if applicable) to a place that increases Executive’s one-way commute by any location more than fifty (50) miles from the Bank’s headquarters as compared to Executive’s then-current principal place of employment immediately prior to such relocation, the Effective Date (except for required travel by Executive on business of the Company’s business to an extent Employer substantially consistent with the Executive’s business travel obligations prior to responsibilities as President and Chief Executive Officer). Notwithstanding the such relocation; or (iv) any other action of inaction that constitutes a material breach by the Company (or its successorforegoing, if applicable) of any material provision of this Agreement. No resignation for Good Reason shall be effective unless occur only if: (1a) Executive provides Employer with a written notice, within ninety notice of termination no more than thirty (9030) days after the first initial occurrence of the event giving rise to Good ReasonReason basis for termination, to the Chairman of the Board setting which notice must set forth in reasonable detail the material facts constituting and circumstances claimed to provide a basis for termination for Good Reason (“Notice of Intent to Resign for Good Reason”), and (b) Employer does not cure the reasonable steps Executive believes necessary to cure, (2) the Company has had event or events that constitute Good Reason within thirty (30) business days from after receipt of Executive’s Notice of Intent to Resign for Good Reason (the date “Cure Period”). Executive will have sixty (60) days following the end of such the Cure Period to terminate Executive’s employment by written notice to cure any such occurrence otherwise constituting Employer if the underlying event or events remain uncured. If Executive does not so terminate his employment for Good Reason, and (3) if such event is not reasonably cured Reason within such sixty- (60-) day period, then Executive must resign from will be deemed to have waived the right to terminate for Good Reason with respect to such grounds. Good Reason shall, for all positions Executive then holds purposes under this Agreement, be construed and administered in manner consistent with the Company (including any position as a member definition of the Board) effective not later than ninety (90) days after the expiration of the cure period“good reason” under Treasury Regulation § 1.409A-1(n).

Termination by Executive for Good Reason. The Executive may terminate also resign Executive’s employment with the Company at any time for any reason, including Good Reason. In the case of a resignation without Good Reason, the Executive shall provide written notice to the Board at least thirty (30) days prior to the date of termination. During any notice period provided by resigning the Executive in connection with Executive’s resignation, the Company may, in its discretion, direct the Executive not to perform any work or report to the office for part or all of the notice period, although the Executive’s Base Salary and benefits shall continue during such notice period regardless. “Good Reason” means any one of the following events: (A) a material diminution in the Executive’s duties and responsibilities, or a change in the Executive’s position within the Company which constitutes a demotion, without the Executive’s prior consent; (B) a reduction in the Executive’s Base Salary to an amount below the amount set forth in Section 1(A), except in circumstances when the Executive’s Base Salary is reduced in connection with a pay reduction plan generally applicable to the Company’s management and employees; or (C) a change in the principal workplace of the Executive to a location outside of an 30-xxxx xxxxxx xxxx Xxxxxxxxx, Xxxxxxxxxxxxx; provided, however, that none of the foregoing events shall constitute Good Reason unless and until the Executive provides the Board with at least thirty (30) days’ prior written notice of Executive’s intent to resign for Good Reason (which notice is provided not later than thirty (30) days following the date upon which the Executive receives notice of the event constituting Good Reason), and the Company has not remedied the event allegedly constituting Good Reason within such 45 day period. iSpecimen Inc. Executive Employment Agreement – C. Xxxxxxx In the event of any termination for Good Reason, the Executive shall be entitled to (i) salary continuation payments for the aforementioned Salary Continuation Period, at the Executive’s then current base salary rate, (ii) any Special Incentive and Target Bonus tied to such Special Incentive earned but unpaid as of the termination date, and (iii) COBRA benefits for the applicable statutory period, with the Company providing Executive with continuation coverage upon the same terms and conditions as if Executive were still an active employee of the Company. Such salary continuation payments shall be payable on a bi-weekly basis for the duration of the Salary Continuation Period and shall be subject to all applicable taxes. Notwithstanding anything herein to the contrary, Executive shall not be entitled to receive any payments pursuant to this Section unless Executive has executed and delivered to the Company a general release with customary, industry-standard terms and conditions, that includes a re-affirmation of Executive’s non-competition covenant set forth in Exhibit D hereto, in favor of the Company in form and substance satisfactory to the Company (and such release is in full force and effect and has not been revoked), which release shall be in full force and effect (and no longer subject to revocation) within sixty (60) calendar days after Executive’s separation from employment with the Company for Good ReasonCompany. The term “Good Reason” shall mean In the occurrenceevent said sixty (60) day period spans more than one calendar year, without Executive’s prior written consent, of any one or more of the following: (i) a material reduction in Executive’s base salary (unless payments made pursuant to a salary reduction program applicable generally to this Section 5(D) shall not commence until the Company’s similarly situated senior executives); (ii) a material reduction in Executive’s authority, duties or responsibilities; (iii) a relocation of Executive’s principal place of employment with the Company (or its successor, if applicable) to a place that increases Executive’s one-way commute by more than fifty (50) miles as compared to Executive’s then-current principal place of employment immediately prior to such relocation, except for required travel by Executive on the Company’s business to an extent substantially consistent with Executive’s business travel obligations prior to the such relocation; or (iv) any other action of inaction that constitutes a material breach by the Company (or its successor, if applicable) of any material provision of this Agreement. No resignation for Good Reason shall be effective unless (1) Executive provides written notice, within ninety (90) days after the first occurrence of the event giving rise to Good Reason, to the Chairman of the Board setting forth in reasonable detail the material facts constituting Good Reason and the reasonable steps Executive believes necessary to cure, (2) the Company has had thirty (30) business days from the date of such notice to cure any such occurrence otherwise constituting Good Reason, and (3) if such event is not reasonably cured within such period, Executive must resign from all positions Executive then holds with the Company (including any position as a member of the Board) effective not later than ninety (90) days after the expiration of the cure periodcalendar year.

Termination by Executive for Good Reason. (a) If Executive has not previously received a notice of termination from the Company, Executive may terminate Executive’s employment with this Agreement at any time for Good Reason by written notice to the Company by resigning from employment with the Company for Good Reason. The term “Good as provided below.“Good Reason” shall mean the occurrence, without Executive’s prior written consent, of any one or more of the followingmeans: (i) a any material reduction in Executive’s base salary (unless pursuant to a salary reduction program applicable generally to the Company’s similarly situated senior executives); (ii) a material reduction in diminution of Executive’s authority, duties or responsibilities; (ii) any reduction by the Company in Executive’s Base Salary; (iii) a relocation of Executive’s principal place of employment with the Company (or its successor, if applicable) to a place that increases Executive’s one-way commute by more than fifty (50) location in excess of 50 miles as compared to Executive’s then-current principal place of employment immediately prior to such relocation, except for required travel by Executive on from the Company’s business to an extent substantially consistent with Executive’s business travel obligations prior to the such relocationcurrent offices in Bethesda, MD; or (iv) any material breach of this Agreement by the Company; (v) any failure to pay Executive the earned bonus for any period under the MICP or any other action bonus or incentive plan adopted by the Company, if a majority of inaction that constitutes other officers of the Company or any successor or affiliate have been paid bonuses for such period under such plan, which, for purposes of this provision, will be a material breach of this Agreement; or (vi) any failure by the Company (to obtain the assumption of this Agreement by any successor or its successorassign of the Company which, if applicable) for purposes of any this provision, will be a material provision breach of this Agreement. No resignation for Notwithstanding the foregoing, any actions taken by the Company to accommodate a disability of Executive or pursuant to the Family and Medical Leave Act or an applicable state leave law will not be a Good Reason shall for purposes of this Agreement; provided, however, that it will only be effective unless deemed Good Reason if (1i) the Company is given written notice from Executive provides written notice, within ninety (90) days after following the first occurrence of the event giving rise a condition that Executive considers to Good Reason, to the Chairman of the Board setting forth in reasonable detail the material facts constituting constitute Good Reason describing the condition and the reasonable steps Executive believes necessary Company fails to cure, (2) the Company has had remedy such condition within thirty (30) business days from the date of following such notice to cure any such occurrence otherwise constituting Good Reasonwritten notice, and (3ii) if such event Executive resigns from employment effective on a date that is not reasonably cured within such period, Executive must resign from all positions Executive then holds with the Company (including any position as a member of the Board) effective not later than ninety (90) days after following the expiration end of the cure periodperiod within which the Company was entitled to remedy the condition constituting Good Reason but failed to do so.

Termination by Executive for Good Reason. If Executive may terminate Executive’s terminates his employment with the Company by resigning from employment with the Company for Good Reason, Executive will be entitled to the same benefits as if employment had been terminated involuntarily under Article I, Section 5. The term Any benefits provided under this section are conditioned on Executive satisfying the Good Reason requirements set forth below in this Section 6 and meeting the requirements for a satisfactory release as set forth in Article III, Section 2. For purposes of this Agreement, “Good Reason” shall mean the occurrencemeans, without Executive’s prior express written consent, the occurrence of any one or more of the following: (i) i. An action by the Company resulting in a material reduction in Executive’s base salary (unless pursuant to a salary reduction program applicable generally to the Company’s similarly situated senior executives); (ii) a material reduction diminution in Executive’s authority, duties duties, or responsibilities; (iii) a ii. The Company’s relocation of Executive’s principal place of employment with to a location outside a 50-mile radius of Atlanta, Georgia; or iii. A material reduction in Executive’s annual rate of Salary stated in Section 3(a), or as the same may be increased from time to time; provided, however, that none of the events described in this sentence will constitute Good Reason unless and until (v) Executive reasonably determines in good faith that a Good Reason condition has occurred, (w) Executive first notifies the Company (or its successor, if applicable) to a place that increases Executive’s one-way commute by more than fifty (50) miles as compared to Executive’s then-current principal place of employment immediately prior to such relocation, except for required travel by Executive on the Company’s business to an extent substantially consistent with Executive’s business travel obligations prior to the such relocation; or (iv) any other action of inaction that constitutes a material breach by the Company (or its successor, if applicable) of any material provision of this Agreement. No resignation for Good Reason shall be effective unless (1) Executive provides written notice, within ninety (90) days after the first occurrence of the event giving rise to Good Reason, to the Chairman of the Board setting forth in writing describing in reasonable detail the material facts constituting condition which constitutes Good Reason and the reasonable steps Executive believes necessary to curewithin 30 days of its occurrence, (2x) the Company has had thirty (30) business fails to cure such condition within 30 days from after the date Company’s receipt of such notice written notice, and Executive has cooperated in good faith with the Company’s efforts to cure any such occurrence otherwise constituting condition, (y) notwithstanding such efforts, the Good ReasonReason condition continues to exist, and (3z) if such event is not reasonably cured Executive terminates his employment within such period, Executive must resign from all positions Executive then holds with the Company (including any position as a member of the Board) effective not later than ninety (90) 30 days after the expiration end of such 30-day cure period. If the Company cures the Good Reason condition during such cure period, Executive’s alleged Good Reason condition will be deemed to have not occurred. 7. Clawback. Notwithstanding anything herein to the contrary and only to the extent required by law, if the Company is required to prepare an accounting restatement due to the material noncompliance of the cure period.Company, as a result of misconduct, with any financial reporting requirement under applicable securities laws or regulations of any stock exchange, then

Termination by Executive for Good Reason. Executive may terminate Executive’s employment with the Company by resigning from employment with the Company for Good Reason. The term “Good Reason” shall mean the occurrence, without Executive’s prior written consent, of any one or more of the following: (i) a material reduction in Executive’s base salary (unless pursuant to a salary reduction program applicable generally to the Company’s similarly situated senior executives); (ii) a material reduction in Executive’s authority, duties or responsibilities; (iii) a relocation of Executive’s principal place of employment with the Company (or its successor, if applicable) to a place that increases Executive’s one-way commute by more than fifty (50) 50 miles as compared to Executive’s then-current principal place of employment immediately prior to such relocation, except for required travel by Executive on the Company’s business to an extent substantially consistent with Executive’s business travel obligations prior to the such relocation; or (iv) any other action of or inaction that constitutes a material breach by the Company (or its successor, if applicable) of any material provision of this Agreement. No resignation for Good Reason shall be effective unless unless: (1) Executive provides written notice, within ninety (90) 60 days after the first occurrence of the event giving rise to Good Reason, to the Chairman of the Board setting forth in reasonable detail the material facts constituting Good Reason and the reasonable steps Executive believes necessary to cure, (2) the Company has had thirty (30) 30 business days from the date of such notice to cure any such occurrence otherwise constituting Good Reason, and (3) if such event is not reasonably cured within such period, Executive must resign from all positions Executive then holds with the Company (including any position as a member of the Board) effective not later than ninety (90) 30 days after the expiration of the cure period.

Termination by Executive for Good Reason. Executive may has the right, in his reasonable determination at any time during the Term, to terminate Executive’s employment with the Company by resigning from his employment with the Company for Good Reason (as defined in this Section 6(c) below) by giving written notice to the Company as described in this Section 6(c) below. Prior to the effectiveness of termination for Good Reason, within thirty (30) calendar days following the existence of a condition constituting Good Reason, Executive shall provide written notice to the Company specifically identifying the reason or reasons which are alleged to constitute Good Reason, and an opportunity to cure within a period of not less than thirty (30) days; provided, however, that Executive shall have no obligation to continue his employment with the Company following such thirty (30) calendar day notice period unless the Company cures the event(s) giving rise to Executive’s Good Reason notice. The As used in this Section 6(c), the term “Good Reason” shall mean the occurrence, without Executive’s prior written consent, of any one or more of the following: (i) a material reduction in Executive’s base salary (unless pursuant to a salary reduction program applicable generally to the Company’s similarly situated senior executives); (ii) a material reduction diminution in Executive’s authority, duties or responsibilities; (ii) requiring Executive to move his place of employment more than 75 miles from his place of employment prior to such move; or (iii) a relocation material breach by the Company of this Agreement; provided that in any such case Executive has not consented thereto. In addition to the foregoing requirements, in no event shall an Executive’s termination of his employment be considered for Good Reason unless such termination occurs within two (2) years following the initial existence of one of the conditions specified in clauses (i), (ii) and (iii) of the preceding sentence. If Executive terminates his employment for Good Reason, the Company’s obligation to Executive shall be limited solely to (i) unpaid Base Salary plus any accrued but unpaid benefits to the effective date of termination, any unpaid bonus earned in accordance with the then applicable bonus plan or program to the effective date of termination; (ii) if there is no unpaid bonus earned for the year of termination, an amount equal to the product of 100% of Executive’s principal place Base Salary multiplied by a fraction, the numerator of employment with which is the number of days he is employed by the Company (or its successorduring the year in which the termination occurs and the denominator of which is 365 and, if applicablethe date of termination occurs prior to the date on which the annual bonus, if any, for the immediately preceding year would otherwise be paid, an amount equal to the annual bonus that would have been paid to Executive for such immediately preceding year, based on the actual achievement of applicable performance goals and without regard to whether Executive is employed on the date the bonus otherwise would have been paid; (iii) to a place that increases Executive’s one-way commute by more than fifty (50) miles as compared severance in an amount equal to Executive’s then-current principal place Base Salary for a period of employment immediately prior to such relocation, except for required travel by Executive on the Company’s business to an extent substantially consistent with Executive’s business travel obligations prior to the such relocationeighteen (18) months; or and (iv) any other action if Executive is eligible for and timely elects COBRA coverage for health insurance coverage, payment of inaction that constitutes Executive’s COBRA premiums for the health insurance coverage for himself and his eligible dependents for a material breach by period of up to eighteen (18) months, payments to be made on a monthly basis when the premiums are due, and in the event of the death of Executive before the expiration of such eighteen (18)-month period, the Company shall, for the remainder of such period, continue to pay the COBRA premiums for the Executive’s dependents (or its successorincluding his spouse, if applicableany) who were receiving COBRA coverage at the time of his death. Executive’s rights with regard to equity incentive awards, including stock options and restricted stock units, shall be governed by separate applicable agreements entered into between Executive and the Company. As a condition to his receipt of the post-employment payments and benefits under clauses (ii), (iii) and (iv) of any material provision the first sentence of this Section 6(c), Executive must be in compliance with Section 5 of this Agreement, and must execute, return, not rescind and comply with a general release of claims agreement in favor of the Company and related entities and individuals, within the timeframe and in a form to be prescribed by the Company. No resignation The amount described in clause (ii) of the first sentence of this paragraph shall be paid on the ninetieth (90th) calendar day after the date of Executive’s termination of employment, and the severance described in clause (iii) of the first sentence of this paragraph shall be paid in equal installments according to the normal payroll schedule, the first payment to Executive to be made on the next scheduled payroll date that occurs on or after the ninetieth (90th) day after the date of Executive’s termination of employment, provided that, in the case of amounts described in clauses (ii) and (iii) of the first sentence of this Section 6(c), the Company has received the signed general release of claims agreement and Executive has not rescinded such agreement within the rescission period set forth in such agreement. Executive shall have no duty to mitigate damages under this Section 6(c) during the applicable severance period and, in the event Executive shall subsequently receive income from providing Executive’s services to any person or entity, including self employment income, or otherwise, then no such income shall in any manner offset or otherwise reduce the payment obligations of the Company hereunder. Executive: _____ Company: _____ Notwithstanding anything herein to the contrary, this Section 6(c) shall not apply if Executive terminates his employment with the Company or a succeeding entity for Good Reason upon or within one year of a Change of Control at any time during the Term as described in Section 7 hereof. In such case, Section 7 of this Agreement shall control. Executive has the right, at any time during the Term, to terminate his employment with the Company without Good Reason (as defined above) by giving written notice to the Company, which termination shall be effective unless sixty (160) Executive provides written notice, within ninety (90) days after the first occurrence of the event giving rise to Good Reason, to the Chairman of the Board setting forth in reasonable detail the material facts constituting Good Reason and the reasonable steps Executive believes necessary to cure, (2) the Company has had thirty (30) business calendar days from the date of such notice to cure any such occurrence otherwise constituting written notice. If Executive terminates his employment without Good Reason, the Company’s obligation to Executive shall be limited solely to the payment of unpaid Base Salary accrued up to the effective date of termination plus any accrued but unpaid bonus and (3) if such event is not reasonably cured within such period, Executive must resign from all positions Executive then holds with the Company (including any position as a member of the Board) effective not later than ninety (90) days after the expiration of the cure periodbenefits.

Termination by Executive for Good Reason. Executive may terminate Executive’s employment with the Company by resigning from employment with the Company this Agreement for Good Reason. The term For purposes of this Agreement, and subject to Employer’s opportunity to cure as provided in Section 4(b) hereof, Executive shall have “Good Reason” to terminate his employment hereunder if such termination shall mean be the occurrence, without Executive’s prior written consent, of any one or more of the following: result of: (i) a material reduction diminution in Executive’s base salary (unless pursuant to a salary reduction program applicable generally to the Companytitle, duties or responsibilities as set forth in Section 2 hereof without Executive’s similarly situated senior executives); consent; (ii) a material reduction breach by Employer of the compensation and benefits provisions set forth in Executive’s authority, duties or responsibilities; Section 3 hereof; (iii) a material breach by Employer of any material terms of this Agreement; or (iv) the relocation of Executive’s principal place location of employment with the Company (or its successor, if applicable) to a place that increases Executive’s one-way commute by any location more than fifty 50 miles from the Bank’s headquarters as of the Effective. Notwithstanding the foregoing, Good Reason shall occur only if: (50a) miles as compared Executive provides Employer with a written notice of termination no more than thirty (30) days after the initial occurrence of the Good Reason basis for termination, which notice must set forth in reasonable detail the facts and circumstances claimed to Executive’s then-current principal place of employment immediately prior to such relocation, except provide a basis for required travel by Executive on the Company’s business to an extent substantially consistent with Executive’s business travel obligations prior to the such relocation; or (iv) any other action of inaction that constitutes a material breach by the Company (or its successor, if applicable) of any material provision of this Agreement. No resignation termination for Good Reason shall be effective unless (1“Notice of Intent to Resign for Good Reason”), and (b) Employer does not cure the event or events that constitute Good Reason within thirty (30) days after receipt of Executive’s Notice of Intent to Resign for Good Reason (the “Cure Period”). Executive provides will have sixty (60) days following the end of the Cure Period to terminate Executive’s employment by written notice, notice to Employer if the underlying event or events remain uncured. If Executive does not terminate his employment for Good Reason within ninety sixty (9060) days after the first occurrence of the event giving rise applicable grounds, then Executive will be deemed to Good Reason, have waived the right to the Chairman of the Board setting forth in reasonable detail the material facts constituting terminate for Good Reason with respect to such grounds. Good Reason shall, for all purposes under this Agreement, be construed and the reasonable steps Executive believes necessary to cure, (2) the Company has had thirty (30) business days from the date of such notice to cure any such occurrence otherwise constituting Good Reason, and (3) if such event is not reasonably cured within such period, Executive must resign from all positions Executive then holds administered in manner consistent with the Company (including any position as a member definition of the Board) effective not later than ninety (90) days after the expiration of the cure period“good reason” under Treasury Regulation § 1.409A-1(n).

Termination by Executive for Good Reason. Executive may has the right, in his reasonable determination at any time during the Term, to terminate Executive’s employment with the Company by resigning from his employment with the Company for Good Reason (as defined in this Section 6(c) below) by giving written notice to the Company as described in this Section 6(c) below. Prior to the effectiveness of termination for Good Reason, the Company shall be given thirty (30) calendar days’ prior written notice from Executive, specifically identifying the reasons which are alleged to constitute Good Reason, and an opportunity to cure; provided, however, that Executive shall have no obligation to continue his employment with the Company following such thirty (30) calendar day notice period unless the Company cures the event(s) giving rise to Executive’s Good Reason notice. The As used in this Section 6(c), the term “Good Reason” shall mean the occurrence, without Executive’s prior written consent, of any one or more of the following: and include (i) assignment to Executive of duties materially inconsistent with Executive’s position, (ii) requiring Executive to move his place of employment more than 50 miles from his place of employment prior to such move, or (iii) a material reduction breach by the Company of this Agreement; provided that in any such case Executive has not consented thereto. In addition to the foregoing requirements, in no event shall an Executive’s base salary termination of his employment be considered for Good Reason unless such termination occurs within 90 days following the initial existence of one of the conditions specified in clauses (unless pursuant to a salary reduction program applicable generally to i), (ii) and (iii) of the preceding sentence. If Executive terminates his employment for Good Reason, the Company’s similarly situated senior executives)obligation to Executive shall be limited solely to (i) unpaid Base Salary plus any accrued but unpaid benefits to the effective date of termination, and any unpaid bonus earned in accordance with the then applicable bonus plan or program to the effective date of termination; (ii) a material reduction severance in Executive’s authority, duties or responsibilities; (iii) a relocation of Executive’s principal place of employment with the Company (or its successor, if applicable) to a place that increases Executive’s one-way commute by more than fifty (50) miles as compared an amount equal to Executive’s then-current principal place Base Salary for a period of eighteen (18) months; and (iii) if Executive is eligible for and timely elects COBRA coverage for health insurance coverage, an additional severance benefit calculated by the Company in its discretion equal to (A) the cost of monthly COBRA premiums (determined as of the effective date of termination) multiplied by (B) 18. Executive’s rights with regard to equity incentive awards, including stock options and restricted stock units, shall be governed by separate applicable agreements entered into between Executive and the Company. As a condition to his receipt of the post-employment immediately prior payments and benefits under this Section 6(c), Executive must be in compliance with Section 5 of this Agreement, and must execute, return, not rescind and comply with a general release of claims agreement in favor of the Company and related entities and individuals, within the timeframe and in a form to such relocation, except for required travel be prescribed by Executive on the Company. The severance benefits set forth in clauses (ii) and (iii) of the first sentence of this paragraph shall be paid in equal installments according to the Company’s business normal payroll schedule, with the first payment to an extent substantially consistent with Executive’s business travel obligations prior to the such relocation; or (iv) any other action of inaction that constitutes a material breach by the Company (or its successor, if applicable) of any material provision of this Agreement. No resignation for Good Reason shall be effective unless (1) Executive provides written notice, commence within ninety (90) days after the first occurrence date of the event giving rise to Good ReasonExecutive’s termination of employment, to the Chairman of the Board setting forth in reasonable detail the material facts constituting Good Reason and the reasonable steps Executive believes necessary to cure, (2) provided that the Company has had thirty received the signed general release of claims agreement and Executive has not rescinded such agreement within the rescission period set forth in such agreement. Executive shall have no duty to mitigate damages under this Section 6(c) during the applicable severance period and, in the event Executive shall subsequently receive income from providing Executive’s services to any person or entity, including self employment income, or otherwise, then no such income shall in any manner offset or otherwise reduce the payment obligations of the Company hereunder. Notwithstanding anything herein to the contrary, this Section 6(c) shall not apply if Executive terminates his employment with the Company or a succeeding entity for Good Reason upon or within one year of a Change of Control at any time during the Term as described in Section 7 hereof. In such case, Section 7 of this Agreement shall control. Executive has the right, at any time during the Term, to terminate his employment with the Company without Good Reason (30as defined above) business by giving written notice to the Company, which termination shall be effective sixty (60) calendar days from the date of such notice to cure any such occurrence otherwise constituting written notice. If Executive terminates his employment without Good Reason, the Company’s obligation to Executive shall be limited solely to the payment of unpaid Base Salary accrued up to the effective date of termination plus any earned but unpaid bonus, and (3) if such event is not reasonably cured within such period, Executive must resign from all positions Executive then holds with the Company (including any position as a member of the Board) effective not later than ninety (90) days after the expiration of the cure periodaccrued but unpaid benefits.

Termination by Executive for Good Reason. If Executive may terminate Executive’s terminates employment with the Company by resigning from employment with the Company for Good Reason. The term “Good Reason” shall mean the occurrence, without Executive’s prior written consent, of any one or more of the following: (i) a material reduction in Executive’s base salary (unless pursuant to a salary reduction program applicable generally Executive will be entitled to the Company’s similarly situated senior executives); (ii) a material reduction in Executive’s authoritysame benefits as if employment had been terminated involuntarily under Article I, duties or responsibilities; (iii) a relocation of Executive’s principal place of employment with Section 5. Any benefits provided under this section are conditioned on Executive giving written notice to the Company under subsection (or its successora) below and meeting the requirements for a satisfactory release as set forth in Article III, if applicable) to a place that increases Executive’s one-way commute by more than fifty (50) miles as compared to Executive’s then-current principal place of employment immediately prior to such relocation, except for required travel by Executive on the Company’s business to an extent substantially consistent with Executive’s business travel obligations prior to the such relocation; or (iv) any other action of inaction that constitutes a material breach by the Company (or its successor, if applicable) of any material provision of this Agreement. No resignation Section 2. a. Termination for Good Reason shall be effective unless (1) means delivery of a Notice of Termination for Good Reason by Executive provides written notice, given to the Chief Executive Officer within ninety (90) days after of the first occurrence of the event giving rise to the Notice, unless such circumstances are substantially corrected by the Company prior to the date of termination specified in the Notice of Termination for Good Reason, to . A “Notice of Termination for Good Reason” shall mean a written notice that: (i) indicates the Chairman of the Board setting specific termination provision or provisions relied upon; (ii) sets forth in reasonable detail the material facts constituting and circumstances claimed to provide a basis for Termination for Good Reason; and (iii) indicates a date of termination of employment. The failure by Executive to set forth in the Notice of Termination for Good Reason and any facts or circumstances which contribute to the reasonable steps showing of Good Reason shall not waive any right of Executive believes necessary to cure, hereunder or preclude Executive from asserting such fact or circumstance in enforcing his rights hereunder. The Notice of Termination for Good Reason shall provide for a date of termination of employment not less than fifteen (215) the Company has had nor more than thirty (30) business days from after the date such Notice of such notice to cure any such occurrence otherwise constituting Termination for Good ReasonReason is given, and (3) if such event is not reasonably cured within such period, Executive must resign from all positions Executive then holds with provided that in the Company (including any position as a member case of the Boardevents set forth in Article I, Sections 6(b)(i) effective or (ii), the date may be not later less than ninety twenty (9020) days after the expiration giving of the cure periodsuch notice.

Termination by Executive for Good Reason. If Executive may terminate Executive’s terminates employment with the Company by resigning from employment with the Company for Good Reason, Executive will be entitled to the same benefits as if employment had been terminated involuntarily under Article I, Section 5(a). The term “Any benefits provided under this section are conditioned on Executive giving written notice to the Company under subsection (a) below and meeting the requirements for a satisfactory release as set forth in Article III, Section 2. a. Termination for Good Reason” shall mean the occurrence, without Executive’s prior written consent, Reason means delivery of any one or more a Notice of the following: (i) a material reduction in Executive’s base salary (unless pursuant to a salary reduction program applicable generally Termination for Good Reason by Executive given to the Company’s similarly situated senior executives); (ii) a material reduction in Executive’s authority, duties or responsibilities; (iii) a relocation Senior Vice President of Executive’s principal place of employment with the Company (or its successor, if applicable) to a place that increases Executive’s one-way commute by more than fifty (50) miles as compared to Executive’s then-current principal place of employment immediately prior to such relocation, except for required travel by Executive on the Company’s business to an extent substantially consistent with Executive’s business travel obligations prior to the such relocation; or (iv) any other action of inaction that constitutes a material breach by the Company (or its successor, if applicable) of any material provision of this Agreement. No resignation for Good Reason shall be effective unless (1) Executive provides written notice, Human Resources within ninety (90) days after of the first occurrence of the event giving rise to the Notice, unless such circumstances are substantially corrected prior to the date of termination specified in the Notice of Termination for Good Reason. A “Notice of Termination for Good Reason” shall mean a notice that (i) indicates the specific termination provision or provisions relied upon, to the Chairman of the Board setting (ii) sets forth in reasonable detail the material facts constituting and circumstances claimed to provide a basis for Termination for Good Reason and (iii) indicates a date of termination of employment. The failure by Executive to set forth in the reasonable steps Notice of Termination for Good Reason any facts or circumstances which contribute to the showing of Good Reason shall not waive any right of Executive believes necessary to cure, hereunder or preclude Executive from asserting such fact or circumstance in enforcing his rights hereunder. The Notice of Termination for Good Reason shall provide for a date of termination of employment not less than fifteen (215) the Company has had nor more than thirty (30) business days from after the date such Notice of such notice to cure any such occurrence otherwise constituting Termination for Good ReasonReason is given, and (3) if such event is not reasonably cured within such period, Executive must resign from all positions Executive then holds with provided that in the Company (including any position as a member case of the Boardevents set forth in Article I, Sections 6(b)(i) effective or (ii), the date may be not later less than ninety twenty (9020) days after the expiration giving of the cure periodsuch notice.

Termination by Executive for Good Reason. Executive may terminate Executive’s his employment with the Company by resigning from employment with the Company and this Agreement at any time for Good ReasonReason (as defined below). The A termination of employment and this Agreement by Executive for Good Reason shall entitle Executive to payments and other benefits as specified in Section 6.3, unless such termination occurs during the Protection Period in which case the payments and benefits in Section 6.4 shall apply. For purposes of this Agreement, the term “"Good Reason” shall mean " means, subject to the occurrencenotice and cure provisions herein, any of the following actions if taken without Executive’s 's prior written consent, : (a) the assignment to the Executive of any one or more of duties inconsistent with the following: position in the Corporation that Executive held immediately prior to the assignment; (ib) a material reduction Change of Control resulting in Executive’s base salary (unless pursuant to a salary reduction program applicable generally to significant adverse alteration in the Company’s similarly situated senior executives); (ii) a material reduction in Executive’s authority, duties status or responsibilities; (iii) a relocation conditions of Executive’s principal place of employment 's participation with the Company (Corporation or its successorother nature of Executive's responsibilities from those in effect prior to such Change of Control, if applicable) to a place that increases Executive’s one-way commute by more than fifty (50) miles as compared to Executive’s then-current principal place of employment including any significant alteration in Holder's responsibilities immediately prior to such relocation, except for required travel Change in Control; (c) the failure by the Company to continue to provide the Executive on with benefits substantially similar to those enjoyed by the Company’s business to an extent substantially consistent with Executive’s business travel obligations Executive prior to the such relocationfailure; or (ivd) any other action of or inaction that constitutes a material breach by the Company (or its successor, if applicable) of any material provision of this Agreement. No resignation To exercise the option to terminate employment for Good Reason, Executive must provide written notice to the Company of Executive's belief that Good Reason exists within sixty (60) days of the initial existence of the Good Reason condition, and that notice shall describe in reasonable detail the condition(s) believed to constitute Good Reason. The Company then shall have thirty (30) days to remedy the Good Reason condition(s). If not remedied within that 30-day period or if the Company notifies Executive that it does not intend to cure such condition(s) before the end of that 30-day period, Executive may submit a notice of termination to the Company; provided, however, that the notice of termination invoking Executive 's option to terminate employment for Good Reason shall must be effective unless given no later than one hundred (1) Executive provides written notice, within ninety (90100) days after the date the Good Reason condition first occurrence arose; otherwise, Executive shall be deemed to have accepted the condition(s), or the Company's correction of the event giving such condition(s), that may have given rise to the existence of Good Reason, to the Chairman of the Board setting forth in reasonable detail the material facts constituting Good Reason and the reasonable steps Executive believes necessary to cure, (2) the Company has had thirty (30) business days from the date of such notice to cure any such occurrence otherwise constituting Good Reason, and (3) if such event is not reasonably cured within such period, Executive must resign from all positions Executive then holds with the Company (including any position as a member of the Board) effective not later than ninety (90) days after the expiration of the cure period.

Termination by Executive for Good Reason. Executive may terminate Executive’s voluntarily elect to resign his employment with the Company prior to the end of the Initial Term or any Successive Term for Good Reason (as hereinafter defined). In the event of Executive's Separation from Service for Good Reason at any time during the Initial Term or any Successive Term, then, subject to the provisions of Section 9 below, Executive shall be entitled to receive the payments or benefits set forth in Section 8(a) as if such Separation from Service was as a result of Executive's termination by resigning from employment with the Company for Good Reasonwithout Cause during the Initial Term or thereafter (as applicable). The term “Good Reason” shall mean any of the occurrence, following that are undertaken without Executive’s prior 's express written consent, of any one or more of the following: (i) a material the assignment to Executive of principal duties or responsibilities, or the substantial reduction in of Executive’s base salary (unless pursuant to a salary reduction program applicable generally to 's duties and responsibilities, either of which is materially inconsistent with Executive's position as President and Chief Executive Officer of the Company’s similarly situated senior executives); (ii) a material reduction by the Company in Executive’s authority's annual Base Salary, duties or responsibilitiesexcept to the extent the salaries of other executive employees of the Company and any other controlled subsidiary of the Company are similarly reduced; (iii) a relocation of Executive’s principal place of employment with the Company (or its successorbusiness is, if applicable) to without his consent, relocated by a place that increases Executive’s one-way commute by distance of more than fifty thirty (5040) miles as compared to Executive’s then-current principal place from the center of employment immediately prior to such relocationGlendale, except for required travel by Executive on the Company’s business to an extent substantially consistent with Executive’s business travel obligations prior to the such relocationCalifornia; or (iv) any other action of inaction that constitutes a material breach by the Company (or its successor, if applicable) of any material provision of this Agreement. No For avoidance of doubt, any notice of non-renewal provided by the Company to Executive pursuant to Section 1 of this Agreement shall not constitute or give rise to Good Reason under this Section 8(b). Executive must provide written notice to the Company of the occurrence of any of the foregoing events or conditions without Executive's written consent within ninety (90) days of the occurrence of such event. The Company or any surviving entity shall have a period of thirty (30) days to cure such event or condition after receipt of written notice of such event from Executive. Any Separation from Service by reason of Executive's resignation for Good Reason following such thirty (30) day cure period must occur no later than the date that is six (6) months following the initial occurrence of one of the foregoing events or conditions without Executive's written consent. Executive's Separation from Service by reason of his resignation for Good Reason shall be effective unless (1) treated as involuntary. For avoidance of doubt, in the event Executive provides written notice, within ninety (90) days after the first occurrence foregoing notice to the Company prior to the expiration of the Initial Term but the ensuing cure period of the Company expires following the end of the Initial Term and during any Successive Term and (the applicable event or condition constituting or giving rise to Good Reason, to Reason having not been cured by the Chairman of Company during the Board setting forth in reasonable detail the material facts constituting applicable cure period) Executive subsequently resigns for Good Reason and pursuant to this Section 8(b), such resignation shall be treated for all purposes of this Section 8(b) as having occurred during the reasonable steps Executive believes necessary to cure, (2) the Company has had thirty (30) business days from the date of such notice to cure any such occurrence otherwise constituting Good Reason, and (3) if such event is not reasonably cured within such period, Executive must resign from all positions Executive then holds with the Company (including any position as a member of the Board) effective not later than ninety (90) days after the expiration of the cure periodInitial Term.

Termination by Executive for Good Reason. Executive may terminate Executive’s voluntarily elect to resign his employment with the Company prior to the end of the Initial Term or any Successive Term for Good Reason (as hereinafter defined). In the event of Executive's Separation from Service for Good Reason at any time during the Initial Term or any Successive Term, then, subject to the provisions of Section 9 below, Executive shall be entitled to receive the payments or benefits set forth in Section 8(a) as if such Separation from Service was as a result of Executive's termination by resigning from employment with the Company for Good Reasonwithout Cause during the Initial Term or thereafter (as applicable). The term “Good Reason” shall mean any of the occurrence, following that are undertaken without Executive’s prior 's express written consent, of any one or more of the following: (i) a material the assignment to Executive of principal duties or responsibilities, or the substantial reduction in of Executive’s base salary (unless pursuant to a salary reduction program applicable generally to 's duties and responsibilities, either of which is materially inconsistent with Executive's position as Chief Design officer of the Company’s similarly situated senior executives); (ii) a material reduction by the Company in Executive’s authority's annual Base Salary, duties or responsibilitiesexcept to the extent the salaries of other executive employees of the Company and any other controlled subsidiary of the Company are similarly reduced; (iii) a relocation of Executive’s principal place of employment with the Company (or its successorbusiness is, if applicable) to without his consent, relocated by a place that increases Executive’s one-way commute by distance of more than fifty thirty (5040) miles as compared to Executive’s then-current principal place from the center of employment immediately prior to such relocationIrvine, except for required travel by Executive on the Company’s business to an extent substantially consistent with Executive’s business travel obligations prior to the such relocationCalifornia; or (iv) any other action of inaction that constitutes a material breach by the Company (or its successor, if applicable) of any material provision of this Agreement. No For avoidance of doubt, any notice of non-renewal provided by the Company to Executive pursuant to Section 1 of this Agreement shall not constitute or give rise to Good Reason under this Section 8(b). Executive must provide written notice to the Company of the occurrence of any of the foregoing events or conditions without Executive's written consent within ninety (90) days of the occurrence of such event. The Company or any surviving entity shall have a period of thirty (30) days to cure such event or condition after receipt of written notice of such event from Executive. Any Separation from Service by reason of Executive's resignation for Good Reason following such thirty (30) day cure period must occur no later than the date that is six (6) months following the initial occurrence of one of the foregoing events or conditions without Executive's written consent. Executive's Separation from Service by reason of his resignation for Good Reason shall be effective unless (1) treated as involuntary. For avoidance of doubt, in the event Executive provides written notice, within ninety (90) days after the first occurrence foregoing notice to the Company prior to the expiration of the Initial Term but the ensuing cure period of the Company expires following the end of the Initial Term and during any Successive Term and (the applicable event or condition constituting or giving rise to Good Reason, to Reason having not been cured by the Chairman of Company during the Board setting forth in reasonable detail the material facts constituting applicable cure period) Executive subsequently resigns for Good Reason and pursuant to this Section 8(b), such resignation shall be treated for all purposes of this Section 8(b) as having occurred during the reasonable steps Executive believes necessary to cure, (2) the Company has had thirty (30) business days from the date of such notice to cure any such occurrence otherwise constituting Good Reason, and (3) if such event is not reasonably cured within such period, Executive must resign from all positions Executive then holds with the Company (including any position as a member of the Board) effective not later than ninety (90) days after the expiration of the cure periodInitial Term.

Termination by Executive for Good Reason. The Executive may terminate Executive’s her employment with the Company by resigning from employment with the Company under this Agreement at any time for Good Reason, upon written notice by the Executive to the Company. The term For purposes of this Agreement, “Good Reason” for termination shall mean the occurrencemean, without the Executive’s prior written consent, of any one or more of the following: (i) the assignment to the Executive of substantial duties or responsibilities inconsistent with the Executive’s position at the Company, or any other action by the Company which results in a substantial diminution of the Executive’s duties or responsibilities (other than the Company’s appointment of a new Chief Financial Officer of the Company, provided such appointment does not result in a substantial diminution of the Executive’s duties or responsibilities as Chief Operating Officer of the Company) other than any such reduction which is remedied by the Company within thirty (30) days of receipt of written notice thereof from the Executive; (ii) a requirement that the Executive work principally from a location that is thirty (30) miles further from the Executive’s residence than the Company’s address first written above; (iii) a material reduction in the Executive’s base salary aggregate Base Salary and other compensation (unless pursuant including the target bonus amount and retirement plans, welfare plans and fringe benefits) taken as a whole, excluding any reductions caused by the failure to a salary reduction program applicable generally to achieve performance targets and excluding any reductions on account of the Company’s similarly situated senior executives); (ii) a material reduction in Executive’s authority, duties or responsibilities; (iii) a relocation provisions of Executive’s principal place of employment with the Company (or its successor, if applicable) to a place that increases Executive’s one-way commute by more than fifty (50) miles as compared to Executive’s then-current principal place of employment immediately prior to such relocation, except for required travel by Executive on the Company’s business to an extent substantially consistent with Executive’s business travel obligations prior to the such relocationthis Agreement; or (iv) any other action of inaction that constitutes a material breach by the Company (or its successor, if applicable) of any material provision of this Agreement. No resignation for Good Reason shall be effective not exist pursuant to any subsection of this Section 5(c) unless (1A) the Executive provides written notice, shall have delivered notice to the Board of Trustees within ninety (90) days after of the first occurrence of the such event giving rise to Good Reason, to the Chairman of the Board setting forth in reasonable detail the material facts constituting Good Reason and the reasonable steps Executive believes necessary to cure, (2) the Company has had thirty (30) business days from the date of such notice to cure any such occurrence otherwise constituting Good Reason, and (3B) if such event is not reasonably cured the Board fails to remedy the circumstances giving rise to the Executive’s notice within such period, thirty (30) days of receipt of notice. The Executive must resign from all positions Executive then holds terminate her employment under this Section 5(c) at a time agreed reasonably with the Company, but in any event within one hundred fifty (150) days from the occurrence of an event constituting Good Reason. For purposes of Good Reason, if the Company (including any position appoints a new Chief Financial Officer and the Executive continues in her role as a member Chief Operating Officer of the Board) effective not later than ninety Company with at least the duties and responsibilities set forth on the Chief Operating Officer Duties and Responsibilities (90) days after the expiration attached hereto as Exhibit A), then no substantial diminution of the cure periodExecutive’s duties or responsibilities shall be deemed to have occurred. For purposes of Good Reason, the Company shall be defined to include any successor to the Company which has assumed the obligations of the Company through merger, acquisition, stock purchase, asset purchase or otherwise.

Termination by Executive for Good Reason. In addition to any other rights or remedies provided by law or in this Agreement, Executive may terminate Executive’s his employment with the Company by resigning from employment with the Company for Good Reason. The term “Good Reason” shall mean the occurrence, without Executive’s prior written consent, of any one or more of the following: hereunder: a. if (i) the Company violates, or fails to perform or satisfy any material covenant, condition or obligation required to be performed or satisfied by it hereunder (which includes, but is not limited to, any payment required to be made to Executive under this Agreement or relocation of the Company’s office in violation of the provisions of Section 5), or (ii) as a result of any action or failure to act by the Company, there is a material reduction change in Executive’s base salary (unless pursuant to a salary reduction program applicable generally to title(s) or the Company’s similarly situated senior executives); (ii) a material reduction in Executive’s authoritynature or scope of the duties, duties obligations, rights or responsibilities; (iii) a relocation powers of Executive’s principal place employment, which material change shall be deemed to include ceasing to serve as Chief Financial Officer of employment with a publicly traded corporation (each of the events specified in clauses (i) and (ii), a “Good Reason Event”), by giving the Company (or its successor, if applicable) to a place that increases Executive’s one-way commute by more than fifty (50) miles as compared to Executive’s then-current principal place of employment immediately prior notice to such relocationeffect, except for required travel by Executive on the Company’s business to an extent substantially consistent with Executive’s business travel obligations prior to the such relocation; or (iv) any other action of inaction that constitutes a material breach by the Company (or its successor, if applicable) of any material provision of this Agreement. No resignation for Good Reason shall be effective unless (1) Executive provides written notice, within ninety (90) days after the first occurrence of the event giving rise to Good Reason, to the Chairman of the Board setting forth in reasonable detail the material facts constituting Good Reason and the reasonable steps Executive believes necessary to curefactual basis for such termination, (2) the Company has had no later than thirty (30) business days from after the occurrence of such Good Reason Event, which termination notice shall specify an effective date of such notice to cure any such occurrence otherwise constituting Good Reason, and termination at least sixty (360) if such days but in no event is not reasonably cured within such period, Executive must resign from all positions Executive then holds with the Company (including any position as a member of the Board) effective not later than ninety (90) days after the expiration date of such notice; provided, however, that the Company may avoid such termination if it, prior to the effective date of termination set forth in such notice, cures or explains to the reasonable satisfaction of Executive the factual basis for termination set forth therein, which termination notice shall specify an effective date of termination at least sixty (60) days but in no event later than ninety (90) days after receipt of the cure periodnotice from Executive. b. if a Change of Control (as hereinafter defined) occurs during the Term, and a Good Reason Event occurs within the two year period following the Change of Control, by giving the Company notice of intent to terminate at any time within thirty (30) days after the occurrence of such Good Reason Event, setting forth the events or circumstances constituting such Change of Control and the Good Reason Event, which termination notice shall specify an effective date of termination at least ten (10) days but in no event later than thirty (30) days after receipt of the notice from Executive.

Termination by Executive for Good Reason. Executive may shall have the right to terminate Executive’s employment with this Agreement for "good reason," by giving the Company by resigning from employment with written notice to that effect describing in reasonable detail the Company reasons for Good Reasonsuch termination. The term “Good Reason” For the purpose of this Agreement, "for good reason" shall mean the occurrence, without Executive’s prior written consent, of any one or more of the following: (i) a failure by the Company to pay any compensation by the Company to Executive or failure to perform any other material reduction in Executive’s base salary (unless pursuant to a salary reduction program applicable generally to the Company’s similarly situated senior executives)obligation under this Agreement; (ii) a material reduction in Executive’s authorityfiling of any receivership or bankruptcy proceeding, duties voluntary or responsibilitiesinvoluntary, the subject of which is the Company; (iii) a relocation material diminishment or alteration of Executive’s principal place of employment with the Company 's duties so as to be inconsistent Executive's position, authority or responsibilities as provided hereunder; (or its successor, if applicableiv) to a place that increases Executive’s one-way commute by more than fifty (50) miles as compared to Executive’s then-current principal place of employment immediately prior to such relocation, except for required travel by Executive on the Company’s business to an extent substantially consistent with Executive’s business travel obligations prior to the such relocation's salary is materially diminished; or (ivv) any other action of inaction that constitutes a material breach by CRC fails to fund the Company (with a minimum of $100,000 in working capital by February 1, 2000 or its successora cumulative minimum of $500,000 in working capital by December 31, if applicable) of any material provision of this Agreement2000. No resignation Termination "for Good Reason good reason" shall be effective on the date specified in the notice given by Executive, provided that no termination hereunder shall be effective unless (1) Executive provides written notice, within ninety (90) a period of 30 days after the first occurrence of the event giving rise to Good Reason, to the Chairman of the Board setting forth in reasonable detail the material facts constituting Good Reason and the reasonable steps Executive believes necessary to cure, (2) following receipt by the Company has had thirty (30) business days from the date of such notice shall have lapsed and the matters which constitute or give rise to cure any such occurrence otherwise constituting Good Reasontermination shall not have been cured or eliminated by the Company. In the event Executive terminates this Agreement for good reason, the Company shall pay to Executive, within 60 days of the effective date of termination, all compensation and other benefits payable to Executive under Section 3 above through the entire remaining term of this Agreement, and shall reimburse Executive for any unpaid business expenses accrued through the effective date of termination (3) if such event is not reasonably cured within such periodupon presentation of adequate documentation), Executive must resign from all positions Executive then holds with and the Company (including any position as a member of the Board) effective not later than ninety (90) days after the expiration of the cure periodshall have no further obligation hereunder.

Termination by Executive for Good Reason. Executive may shall have the right to terminate Executive’s employment with at any time during the Company by resigning from employment with Term for any of the Company for Good Reason. The term following events (each of which is referred to herein as “Good Reason” shall mean ”) by giving the occurrence, without Executive’s prior Company thirty (30) days advanced written consent, notice of any one or more of the following: an event constituting Good Reason: (i) a change in the duties or responsibilities (including reporting responsibilities) of Executive that is inconsistent in any material and adverse respect with Executive’s position(s), duties, responsibilities or status with the Company (including any adverse diminution of such duties or responsibilities), provided, however, that re-organization of the Company which results in a reduction in Executive’s base salary (unless pursuant to a salary reduction program applicable generally to the Company’s similarly situated senior executives); number of employees for which Executive is responsible, shall not by itself, constitute Good Reason; (ii) a material reduction in the failure during the Term to reappoint or re-elect Executive to any position held by Executive without Executive’s authority, duties or responsibilities; consent; (iii) a relocation material breach of ExecutiveCompany’s principal place obligations under this Agreement; or (iv) any requirement of employment with the Company (or its successor, if applicable) that Executive be required to a place that increases Executive’s one-way commute by relocate more than fifty (50) miles as compared to from Executive’s then-current principal permanent place of employment immediately prior referenced in Section 1 above, provided, however, that temporary assignments to such another location shall not be deemed a relocation. For purposes of this Agreement, except for required travel any good faith determination of Good Reason by Executive on the Company’s business to shall be conclusive, provided, however, that an extent substantially consistent with Executive’s business travel obligations prior to the such relocation; or (iv) any other isolated, insubstantial and largely inadvertent action of inaction that constitutes a material breach taken in good faith and which is remedied by the Company within ten (or its successor, if applicable10) days after receipt of any material provision of this Agreementwritten notice thereof given by Executive shall not constitute Good Reason. No resignation Executive’s right to terminate employment for Good Reason shall not be effective unless affected by Executive’s incapacities due to mental or physical illness and Executive’s continued employment shall not constitute consent to, or a waiver of rights with respect to, any event or condition constituting Good Reason; provided, however, that Executive must provide notice of termination of employment within one hundred and eighty (1) Executive provides written notice, within ninety (90180) days after the first occurrence following Executive’s knowledge of the an event giving rise to Good Reason, to the Chairman of the Board setting forth in reasonable detail the material facts constituting Good Reason and or such event shall not constitute Good Reason under this Agreement. In the reasonable steps Executive believes necessary to cureevent of such termination during the Term, (2) the Company has had thirty shall have the continuing obligation to: (30A) business days from make payments of Base Salary in accordance with Section 2(a) at the rate in effect on the effective date of such termination for a period of twelve (12) months following the date of such notice termination, and (B) make payment to cure Executive on the same date payment is made to other executives, of the pro-rated portion of any bonus amount pursuant to Section 2(b) that Executive would have earned up through the date of termination; provided, however, that in the event that Executive breaches any of the representations, warranties and covenants set forth in Section 6 or 7, the Company shall have no further obligation to make payments of the Base Salary or bonus and may pursue all other available remedies. Such payments shall be conditional upon Executive executing a mutually acceptable release of any and all claims against the Company. Except as expressly provided herein on in any applicable stock option plan or agreement, in the event of such occurrence otherwise constituting termination by the Executive for Good Reason, and (3) if such event is not reasonably cured within such period, Executive must resign from all positions Executive then holds with obligations of the Company (including any position under this Agreement will terminate as a member of the Board) effective not later than ninety (90) days after the expiration date of the cure periodsuch termination.

Termination by Executive for Good Reason. Executive may terminate Executive’s her employment with the Company by resigning from employment with under this Agreement on thirty (30) days prior notice to the Company for good reason (“Good Reason”). The term For purposes of this Agreement, “Good Reason” shall mean the occurrence, without Executive’s prior written consent, of any one or more of the following: and be limited to (i) a material breach of this Agreement by the Company (including without limitation the assignment to Executive of duties materially inconsistent with her status as Chief Administrative Officer of the Company), or any material reduction in the authority, duties or responsibilities of Executive’s base salary (unless pursuant to a salary reduction program applicable generally to the Company’s similarly situated senior executives); (ii) a material reduction in any relocation of her or its principal place of business outside the greater Las Vegas metropolitan area (without Executive’s authority, duties or responsibilitiesconsent); (iii) a relocation of material reduction by the Company in Executive’s principal place of employment with then Base Salary or Bonus targets, a material reduction in other benefits (except as such benefits may be changed or reduced for other senior executives), or the failure by the Company (or its successor, if applicable) to a place that increases Executive’s one-way commute by more than fifty (50) miles as compared to Executive’s then-pay Executive any material portion of her current principal place of employment immediately prior to such relocation, except for required travel by Executive on the Company’s business to an extent substantially consistent with Executive’s business travel obligations prior to the such relocationcompensation when due; or (iv) following a Change in Control, (A) the failure of any other action acquiring or successor company, or, if the acquiring or successor company is a subsidiary of inaction that constitutes a material breach another company, the failure of the highest-level parent of the acquiring or successor company, to enter into an agreement naming Executive as the Chief Marketing Officer of the acquiring or successor company, or of the highest-level parent, as the case may be; or (B) Executive’s termination for Good Reason from the Company and any parent entity or termination without cause by the Company and any parent entity within eighteen (or its successor18) months of a Change in Control. Notwithstanding the foregoing, if applicable) of any material provision of this Agreement. No except with respect to a termination by Executive following a Change in Control, Executive’s resignation shall not be treated as a resignation for Good Reason shall be effective unless (1a) Executive provides written notice, within ninety (90) days after the first occurrence of the event giving rise to Good Reason, to the Chairman of the Board setting forth in reasonable detail the material facts constituting Good Reason and the reasonable steps Executive believes necessary to cure, (2) the Company has had thirty (30) business days from the date of such notice to cure any such occurrence otherwise constituting Good Reason, and (3) if such event is not reasonably cured within such period, Executive must resign from all positions Executive then holds with notifies the Company (including any position as acquiring and/or successor company) in writing of a member of the Board) effective not later than ninety condition constituting Good Reason within thirty (9030) days after following Executive’s becoming aware of such condition; (b) the Company fails to remedy such condition within thirty (30) days following such written notice (the “Remedy Period”); and (c) Executive resigns within thirty (30) days following the expiration of the cure periodRemedy Period. Further, in the event that Executive resigns for Good Reason and within two years from such date accepts employment with the Company, any acquirer or successor to the Company’s business or any affiliate, parent, or subsidiary of either the Company or its successor, then Executive will forfeit any right to severance payments hereunder and will reimburse the Company for the full amount of such payments received by Executive within thirty (30) days of accepting such employment.”

Termination by Executive for Good Reason. Executive may has the right, in her reasonable determination at any time during the Term, to terminate Executive’s employment with the Company by resigning from her employment with the Company for Good Reason (as defined in this Section 6(c) below) by giving written notice to the Company as described in this Section 6(c). Prior to the effectiveness of termination for Good Reason, within thirty (30) calendar days following the existence of a condition constituting Good Reason, Executive shall provide written notice to the Company specifically identifying the reason or reasons which are alleged to constitute Good Reason, and an opportunity to cure within a period of not less than thirty (30) days; provided, however, that Executive shall have no obligation to continue her employment with the Company following such thirty (30) calendar day notice period unless the Company cures the event(s) giving rise to Executive’s Good Reason notice. The As used in this Section 6(c), the term “Good Reason” shall mean the occurrence, without Executive’s prior written consent, of any one or more of the following: and include (i) assignment to Executive of duties materially inconsistent with Executive’s position, (ii) requiring Executive to move her place of employment more than 50 miles from her place of employment prior to such move, or (iii) a material reduction breach by the Company of this Agreement; provided that in any such case Executive has not consented thereto. In addition to the foregoing requirements, in no event shall an Executive’s base salary termination of his employment be considered for Good Reason unless such termination occurs within 90 days following the initial existence of one of the conditions specified in clauses (unless pursuant to a salary reduction program applicable generally to i), (ii) and (iii) of the preceding sentence. If Executive terminates her employment for Good Reason, the Company’s similarly situated senior executives)obligation to Executive shall be limited solely to (i) unpaid Base Salary plus any accrued but unpaid benefits to the effective date of termination, and any unpaid bonus earned in accordance with the then applicable bonus plan or program to the effective date of termination, provided that the unpaid bonus for services rendered during the year in which the termination occurs shall not be less than an amount equal to the product of 75% of the Executive’s Base Salary multiplied by a fraction, the numerator of which is the number of days she is employed by the Company during the year in which the termination occurs and the denominator of which is 365; (ii) a material reduction severance in Executive’s authority, duties or responsibilities; (iii) a relocation of Executive’s principal place of employment with the Company (or its successor, if applicable) to a place that increases Executive’s one-way commute by more than fifty (50) miles as compared an amount equal to Executive’s then-current principal place Base Salary for a period of employment immediately prior to such relocationeighteen (18) months; and (iii) if Executive is eligible for and timely elects COBRA coverage for health insurance coverage, except for required travel by Executive on the Company’s business to an extent substantially consistent with Executive’s business travel obligations prior to the such relocation; or (iv) any other action of inaction that constitutes a material breach additional severance benefit calculated by the Company in its discretion equal to (or its successorA) the cost of monthly COBRA premiums (determined as of the effective date of termination) multiplied by (B) 18. Executive’s rights with regard to equity incentive awards, if applicable) including stock options and restricted stock units, shall be governed by separate applicable agreements entered into between Executive and the Company. As a condition to her receipt of any material provision the post-employment payments and benefits under this Section 6(c), Executive must be in compliance with Section 5 of this Agreement, and must execute, return, not rescind and comply with a general release of claims agreement in favor of the Company and related entities and individuals, within the timeframe and in a form to be prescribed by the Company. No resignation for Good Reason The amount described in clause (i) of the first sentence of this paragraph shall be effective unless paid within ninety (190) calendar days after the date of Executive’s termination of employment, and the severance benefits described in clauses (ii) and (iii) of the first sentence of this paragraph shall be paid in equal installments according to the normal payroll schedule, the first payment to Executive provides written notice, to be made on the next scheduled payroll date that occurs within ninety (90) days after the first occurrence date of the event giving rise to Good ReasonExecutive’s termination of employment, to the Chairman of the Board setting forth provided that, in reasonable detail the material facts constituting Good Reason and the reasonable steps Executive believes necessary to cureeach case, (2) the Company has had thirty received the signed general release of claims agreement and Executive has not rescinded such agreement within the rescission period set forth in such agreement. Executive shall have no duty to mitigate damages under this Section 6(c) during the applicable severance period and, in the event Executive shall subsequently receive income from providing Executive’s services to any person or entity, including self employment income, or otherwise, then no such income shall in any manner offset or otherwise reduce the payment obligations of the Company hereunder. Notwithstanding anything herein to the contrary, this Section 6(c) shall not apply if Executive terminates her employment with the Company or a succeeding entity for Good Reason upon or within one year of a Change of Control at any time during the Term as described in Section 7 hereof. In such case, Section 7 of this Agreement shall control. Executive has the right, at any time during the Term, to terminate her employment with the Company without Good Reason (30as defined above) business by giving written notice to the Company, which termination shall be effective sixty (60) calendar days from the date of such notice to cure any such occurrence otherwise constituting written notice. If Executive terminates her employment without Good Reason, the Company’s obligation to Executive shall be limited solely to the payment of unpaid Base Salary accrued up to the effective date of termination plus any earned but unpaid bonus, and (3) if such event is not reasonably cured within such period, Executive must resign from all positions Executive then holds with the Company (including any position as a member of the Board) effective not later than ninety (90) days after the expiration of the cure periodaccrued but unpaid benefits.

Termination by Executive for Good Reason. Executive may has the right, in his reasonable determination at any time during the Term, to terminate Executive’s employment with the Company by resigning from his employment with the Company for Good Reason (as defined in this Section 6(c) below) by giving written notice to the Company as described in this Section 6(c). Prior to the effectiveness of termination for Good Reason, within thirty (30) calendar days following the existence of a condition constituting Good Reason, Executive shall provide written notice to the Company specifically identifying the reason or reasons which are alleged to constitute Good Reason, and an opportunity to cure same within a period of not less than thirty (30) days; provided, however, that Executive shall have no obligation to continue his employment with the Company following such thirty (30) calendar day notice period unless the Company cures the event(s) giving rise to Executive’s Good Reason notice. The As used in this Section 6(c), the term “Good Reason” shall mean the occurrence, without Executive’s prior written consent, of any one or more of the following: and include (i) a material reduction in assignment to Executive of duties materially inconsistent with Executive’s base salary (unless pursuant to a salary reduction program applicable generally to the Company’s similarly situated senior executives); position, (ii) a material reduction in Executive’s authority, duties or responsibilities; (iii) a relocation of Executive’s principal requiring Executive to move his place of employment with the Company (or its successor, if applicable) to a place that increases Executive’s one-way commute by more than fifty (50) miles as compared to Executive’s then-current principal from his place of employment immediately prior to such relocationmove, except for required travel by Executive on the Company’s business to an extent substantially consistent with Executive’s business travel obligations prior to the such relocation; or (iviii) any other action of inaction that constitutes a material breach by the Company (or its successor, if applicable) of any material provision of this Agreement, (iv) failure by the Company, at least sixty (60) days prior to the scheduled end of the Term, to offer to renew or extend this Agreement or enter into a new written employment agreement with Executive, in each case for a term of at least twelve (12) months; provided that in any such case Executive has not consented thereto. No resignation In addition to the foregoing requirements, in no event shall Executive’s termination of his employment be considered for Good Reason unless such termination occurs within ninety (90) days following the initial existence of one of the conditions specified in clauses (i), (ii), (iii) or (iv) of the preceding sentence. If Executive terminates his employment for Good Reason, the Company’s obligation to Executive shall be limited solely to the payment of (i) unpaid Base Salary plus any accrued but unpaid benefits accrued up to the effective unless date of termination; (1ii) a portion of any unpaid bonus earned in accordance with the then applicable bonus plan or program for the year in which the termination occurs, based on the Company’s actual year-to-date performance compared to the year-to-date approved operating plan for the relevant bonus targets (if determinable - or if not determinable, then based on assumed achievement of applicable performance goals at the “target” level), each measured as of the date of termination, prorated using a fraction, the numerator of which is the number of days Executive provides written noticeis employed by the Company during the year in which the termination occurs and the denominator of which is 365; (iii) if the date of termination occurs prior to the date on which the annual bonus, if any, for the immediately preceding year would otherwise be paid, an amount equal to the annual bonus that would have been paid to Executive for such immediately preceding year, based on the actual achievement of applicable performance goals and without regard to whether Executive is employed on the date the bonus otherwise would have been paid; (iv) severance in an amount equal to Executive’s then current Base Salary for a period of eighteen (18) months; and (v) if Executive is eligible for and timely elects COBRA coverage for health insurance coverage, an additional severance benefit calculated by the Company in its discretion equal to (A) the cost of monthly COBRA premiums (determined as of the effective date of termination) multiplied by (B) eighteen (18). Executive’s rights with regard to equity incentive awards, including stock options and restricted stock units, shall be governed by the separate applicable agreements entered into between Executive and the Company. As a condition to his receipt of the post-employment payments and benefits under this Section 6(c), Executive must be in compliance with Section 5 hereof, and must execute, return, not rescind and comply with a general release of claims agreement in favor of the Company and related entities and individuals, within the timeframe and in a form to be prescribed by the Company. The amount described in clause (i) of the first sentence of this paragraph shall be paid within ninety (90) calendar days after the date of termination of Executive’s employment, and the severance benefits described in clauses (ii) and (iii) of the first sentence of this paragraph shall be paid in equal installments according to the normal payroll schedule, the first payment to Executive to be made on the next scheduled payroll date that occurs within ninety (90) days after the first occurrence date of the event giving rise to Good Reasontermination of Executive’s employment, to the Chairman of the Board setting forth provided that, in reasonable detail the material facts constituting Good Reason and the reasonable steps Executive believes necessary to cureeach case, (2) the Company has had thirty received the signed general release of claims agreement and Executive has not rescinded such agreement within the rescission period set forth in such agreement. Executive shall have no duty to mitigate damages under this Section 6(c) during the applicable severance period, and in the event Executive shall subsequently receive income from providing Executive’s services to any person or entity, including self-employment income, or otherwise, then no such income shall in any manner offset or otherwise reduce the payment obligations of the Company hereunder. Notwithstanding anything herein to the contrary, this Section 6(c) shall not apply if Executive terminates his employment with the Company or a succeeding entity for Good Reason upon or within one year of a Change of Control at any time during the Term as described in Section 7 hereof. In such case, Section 7 hereof shall control. Executive has the right, at any time during the Term, to terminate his employment with the Company without Good Reason (30as defined above) business by giving written notice to the Company, which termination shall be effective sixty (60) calendar days from the date of such notice to cure any such occurrence otherwise constituting written notice. If Executive terminates his employment without Good Reason, the Company’s obligation to Executive shall be limited solely to the payment of unpaid Base Salary accrued up to the effective date of termination plus any earned but unpaid bonus, and (3) if such event is not reasonably cured within such period, Executive must resign from all positions Executive then holds with the Company (including any position as a member of the Board) effective not later than ninety (90) days after the expiration of the cure periodaccrued but unpaid benefits.

Termination by Executive for Good Reason. Executive may terminate Executive’s voluntarily elect to resign his employment with the Company prior to the end of the Initial Term or any Successive Term for Good Reason (as hereinafter defined). In the event of Executive’s Separation from Service for Good Reason at any time during the Initial Term or any Successive Term, then, subject to the provisions of Section 9 below, Executive shall be entitled to receive the payments or benefits set forth in Section 8(a) as if such Separation from Service was as a result of Executive’s termination by resigning from employment with the Company for Good Reasonwithout Cause during the Initial Term or thereafter (as applicable). The term “Good Reason” shall mean any of the occurrence, following that are undertaken without Executive’s prior express written consent, of any one or more of the following: (i) a material the assignment to Executive of principal duties or responsibilities, or the substantial reduction in of Executive’s base salary (unless pursuant to a salary reduction program applicable generally to duties and responsibilities, either of which is materially inconsistent with Executive’s position as President and Chief Executive Officer of the Company’s similarly situated senior executives); (ii) a material reduction by the Company in Executive’s authorityannual Base Salary, duties or responsibilitiesexcept to the extent the salaries of other executive employees of the Company and any other controlled subsidiary of the Company are similarly reduced; (iii) a relocation of Executive’s principal place of employment with the Company (or its successorbusiness is, if applicable) to without his consent, relocated by a place that increases Executive’s one-way commute by distance of more than fifty thirty (5040) miles as compared to Executive’s then-current principal place from the center of employment immediately prior to such relocationGlendale, except for required travel by Executive on the Company’s business to an extent substantially consistent with Executive’s business travel obligations prior to the such relocationCalifornia; or (iv) any other action of inaction that constitutes a material breach by the Company (or its successor, if applicable) of any material provision of this Agreement. No For avoidance of doubt, any notice of non-renewal provided by the Company to Executive pursuant to Section 1 of this Agreement shall not constitute or give rise to Good Reason under this Section 8(b). Executive must provide written notice to the Company of the occurrence of any of the foregoing events or conditions without Executive’s written consent within ninety (90) days of the occurrence of such event. The Company or any surviving entity shall have a period of thirty (30) days to cure such event or condition after receipt of written notice of such event from Executive. Any Separation from Service by reason of Executive’s resignation for Good Reason following such thirty (30) day cure period must occur no later than the date that is six (6) months following the initial occurrence of one of the foregoing events or conditions without Executive’s written consent. Executive’s Separation from Service by reason of his resignation for Good Reason shall be effective unless (1) treated as involuntary. For avoidance of doubt, in the event Executive provides written notice, within ninety (90) days after the first occurrence foregoing notice to the Company prior to the expiration of the Initial Term but the ensuing cure period of the Company expires following the end of the Initial Term and during any Successive Term and (the applicable event or condition constituting or giving rise to Good Reason, to Reason having not been cured by the Chairman of Company during the Board setting forth in reasonable detail the material facts constituting applicable cure period) Executive subsequently resigns for Good Reason and pursuant to this Section 8(b), such resignation shall be treated for all purposes of this Section 8(b) as having occurred during the reasonable steps Executive believes necessary to cure, (2) the Company has had thirty (30) business days from the date of such notice to cure any such occurrence otherwise constituting Good Reason, and (3) if such event is not reasonably cured within such period, Executive must resign from all positions Executive then holds with the Company (including any position as a member of the Board) effective not later than ninety (90) days after the expiration of the cure periodInitial Term.

Termination by Executive for Good Reason. Executive may terminate Executive’s his employment with the Company by resigning from employment with the Company ProAssurance for Good Reason. The term “For purposes of this Agreement, "Good Reason” " shall mean the occurrence, without Executive’s prior written consent, of constitute any one or more of the followingfollowing circumstances if they occur without the Executive's express written consent during the Term: (i) a material reduction in Executive’s base salary (unless pursuant if the Board shall refuse or fail to a salary reduction program applicable generally reelect Executive to the Company’s similarly situated senior executives)office of Chief Executive Officer of ProAssurance or should change the duties and responsibilities of Executive in a manner that is inconsistent with the duties and responsibilities of the Chief Executive Officer under the bylaws of ProAssurance as currently in effect; (ii) a material reduction in ProAssurance shall require that the Executive’s authority, duties or responsibilities's primary location of employment be more than 50 miles from the location of ProAssurance's principal offices as of the date of this Agreement; (iii) a relocation reduction in the Executive's Base Salary as set forth in Section 3.1 hereof; (iv) a breach by ProAssurance of Executive’s principal place any provision of employment with the Company (or its successor, if applicable) to a place that increases Executive’s one-way commute by more than fifty (50) miles as compared to Executive’s then-current principal place of employment immediately prior to such relocation, except for required travel by Executive on the Company’s business to an extent substantially consistent with Executive’s business travel obligations prior to the such relocationthis Agreement in any material respect; or (ivv) any other action of inaction that constitutes a material breach the election by ProAssurance not to automatically extend the Company (or its successor, if applicable) of any material provision Term of this AgreementAgreement as provided in Section 1 hereof. No resignation for Executive must provide ProAssurance with a Notice of Termination no later than 45 calendar days after Executive knows or should have known that Good Reason has occurred. Following delivery of Executive's Notice of Termination, ProAssurance shall have 45 calendar days to rectify the circumstances causing the Good Reason. If ProAssurance fails to rectify the events causing Good Reason within said 45 day period, or if ProAssurance delivers to Executive written notice stating that the circumstances cannot or shall not be rectified, Executive shall be effective unless (1) Executive provides written notice, within ninety (90) days after the first occurrence of the event giving rise entitled to Good Reason, to the Chairman of the Board setting forth in reasonable detail the material facts constituting assert Good Reason and the reasonable steps Executive believes necessary to cure, (2) the Company has had thirty (30) business days from the date terminate employment as of such notice to cure any such occurrence otherwise constituting Good Reason, and (3) if such event is not reasonably cured within such period, Executive must resign from all positions Executive then holds with the Company (including any position as a member of the Board) effective not later than ninety (90) days after the expiration of the cure 45 day period after delivery of the Executive's Notice of Termination. Should Executive fail to provide the required Notice of Termination in a timely manner, Good Reason shall not be deemed to have occurred as a result of the event. The Term shall not be deemed to have expired during the notice period, however, as long as Executive has provided Notice of Termination within the Term.

Termination by Executive for Good Reason. Executive may terminate Executive’s voluntarily elect to resign his employment with the Company prior to the end of the Initial Term or any Successive Term for Good Reason (as hereinafter defined). In the event of Executive’s Separation from Service for Good Reason at any time during the Initial Term or any Successive Term, then, subject to the provisions of Section 9 below, Executive shall be entitled to receive the payments or benefits set forth in Section 8(a) as if such Separation from Service was as a result of Executive’s termination by resigning from employment with the Company for Good Reasonwithout Cause during the Initial Term or thereafter (as applicable). The term “Good Reason” shall mean any of the occurrence, following that are undertaken without Executive’s prior express written consent, of any one or more of the following: (i) a material the assignment to Executive of principal duties or responsibilities, or the substantial reduction in of Executive’s base salary (unless pursuant to a salary reduction program applicable generally to duties and responsibilities, either of which is materially inconsistent with Executive’s position as Director of Research and Development of the Company’s similarly situated senior executives); (ii) a material reduction by the Company in Executive’s authorityannual Base Salary, duties or responsibilitiesexcept to the extent the salaries of other executive employees of the Company and any other controlled subsidiary of the Company are similarly reduced; (iii) a relocation of Executive’s principal place of employment with the Company (or its successorbusiness is, if applicable) to without his consent, relocated by a place that increases Executive’s one-way commute by distance of more than fifty thirty (5040) miles as compared to Executive’s then-current principal place from the center of employment immediately prior to such relocationGlendale, except for required travel by Executive on the Company’s business to an extent substantially consistent with Executive’s business travel obligations prior to the such relocationCalifornia; or (iv) any other action of inaction that constitutes a material breach by the Company (or its successor, if applicable) of any material provision of this Agreement. No For avoidance of doubt, any notice of non-renewal provided by the Company to Executive pursuant to Section 1 of this Agreement shall not constitute or give rise to Good Reason under this Section 8(b). Executive must provide written notice to the Company of the occurrence of any of the foregoing events or conditions without Executive’s written consent within ninety (90) days of the occurrence of such event. The Company or any surviving entity shall have a period of thirty (30) days to cure such event or condition after receipt of written notice of such event from Executive. Any Separation from Service by reason of Executive’s resignation for Good Reason following such thirty (30) day cure period must occur no later than the date that is six (6) months following the initial occurrence of one of the foregoing events or conditions without Executive’s written consent. Executive’s Separation from Service by reason of his resignation for Good Reason shall be effective unless (1) treated as involuntary. For avoidance of doubt, in the event Executive provides written notice, within ninety (90) days after the first occurrence foregoing notice to the Company prior to the expiration of the Initial Term but the ensuing cure period of the Company expires following the end of the Initial Term and during any Successive Term and (the applicable event or condition constituting or giving rise to Good Reason, to Reason having not been cured by the Chairman of Company during the Board setting forth in reasonable detail the material facts constituting applicable cure period) Executive subsequently resigns for Good Reason and pursuant to this Section 8(b), such resignation shall be treated for all purposes of this Section 8(b) as having occurred during the reasonable steps Executive believes necessary to cure, (2) the Company has had thirty (30) business days from the date of such notice to cure any such occurrence otherwise constituting Good Reason, and (3) if such event is not reasonably cured within such period, Executive must resign from all positions Executive then holds with the Company (including any position as a member of the Board) effective not later than ninety (90) days after the expiration of the cure periodInitial Term.

Termination by Executive for Good Reason. Executive may terminate Executive’s employment with the Company by resigning from employment with the Company for Good Reason. The term “Good Reason” shall mean the occurrence, without Executive’s prior written consent, of any one or more of the following: (i) a material reduction in Executive’s base salary (unless pursuant to a salary reduction program applicable generally to the Company’s similarly situated senior executives)salary; (ii) a material reduction in Executive’s authority, duties or responsibilities; provided, however, that the acquisition of the Company and subsequent conversion of the Company to a subsidiary, division or unit of the acquiring company will not by itself result in a diminution of Executive’s position; (iii) a change in Executive’s reporting relationship to the Chief Executive Officer of the Company in excess of six (6) months; (iv) a relocation of Executive’s principal place of employment with the Company (or its successor, if applicable) to a place that increases Executive’s one-way commute by more than fifty twenty five (5025) miles as compared to Executive’s then-current principal place of employment immediately prior to such relocation, except for required travel by Executive on the Company’s business to an extent substantially consistent with Executive’s business travel obligations prior to the such relocation; or (ivv) any other action of inaction that constitutes a material breach by the Company (or its successor, if applicable) of any material provision of this Agreement. No resignation for Good Reason shall be effective unless (1) Executive provides written notice, within ninety thirty (9030) days after the first occurrence of the event giving rise to Good Reason, to the Chairman of the Board setting forth in reasonable detail the material facts constituting Good Reason and the reasonable steps Executive believes necessary to cure, (2) the Company has had thirty (30) business days from the date of such notice to cure any such occurrence otherwise constituting Good Reason, and (3) if such event is not reasonably cured within such period, Executive must resign from all positions Executive then holds with the Company (including any position as a member of the Board) effective not later than ninety fifteen (9015) days after the expiration of the cure period. Further, no resignation for Good Reason shall be effective if prior to Executive’s written notice of resignation for Good Reason the Company first provided Executive notice of its intent to terminate Executive’s employment.

Termination by Executive for Good Reason. The Executive may terminate Executive’s his employment with the Company by resigning from employment with the Company under this Agreement at any time for Good Reason, upon written notice by the Executive to Colmek. The term For purposes of this Agreement, “Good Reason” for termination shall mean that the occurrenceExecutive has complied with the “Good Reason Process” (hereafter defined) following the occurrence of one of the following events, without the Executive’s prior consent: (i) the assignment to the Executive of substantial duties or responsibilities inconsistent with the Executive’s position at Colmek, or any other action by Colmek which results in a substantial diminution or other substantive adverse change in the Executive’s duties or responsibilities, including, but not limited to, a substantial diminution in the Executive’s title as set forth in Section 2 hereof; (ii) Colmek’s failure to pay the Executive any Base Salary or other compensation to which he becomes entitled, other than an inadvertent failure which is remedied by Colmek within 30 days after receipt of written consentnotice thereof from the Executive (or ten days for failure to pay Base Salary); (iii) Colmek and Coda Octopus failure to honor the initial equity award granted pursuant to Section 4(e), if applicable; (iv) any reduction in the Executive’s aggregate Base Salary and any involuntary reduction in the Executive’s other compensation taken as a whole, excluding any reductions caused by the failure to achieve performance targets; or (v) Colmek’s material breach of any of its other material obligations under this Agreement. “Good Reason Process” shall mean that (i) Executive reasonably determines in good faith that a “Good Reason” event has occurred; (ii) Executive notifies Colmek in writing of the occurrence of the Good Reason event; (iii) Executive cooperates in good faith with Colmek’s efforts, for a period not less than 30 days following such notice, to modify Executive’s employment situation in a manner acceptable to Executive and Colmek; and (iv) notwithstanding such efforts, one or more of the following: (i) Good Reason events continues to exist and has not been modified in a material reduction in Executive’s base salary (unless pursuant to a salary reduction program applicable generally to the Company’s similarly situated senior executives); (ii) a material reduction in Executive’s authority, duties or responsibilities; (iii) a relocation of Executive’s principal place of employment with the Company (or its successor, if applicable) to a place that increases Executive’s one-way commute by more than fifty (50) miles as compared manner acceptable to Executive’s then-current principal place of employment immediately prior . If Colmek cures the Good Reason event in a manner acceptable to such relocationExecutive during the 30 day period, except for required travel by Executive on the Company’s business to an extent substantially consistent with Executive’s business travel obligations prior to the such relocation; or (iv) any other action of inaction that constitutes a material breach by the Company (or its successor, if applicable) of any material provision of this Agreement. No resignation for Good Reason shall be effective unless (1) Executive provides written notice, within ninety (90) days after the first occurrence of the event giving rise deemed not to Good Reason, to the Chairman of the Board setting forth in reasonable detail the material facts constituting Good Reason and the reasonable steps Executive believes necessary to cure, (2) the Company has had thirty (30) business days from the date of such notice to cure any such occurrence otherwise constituting Good Reason, and (3) if such event is not reasonably cured within such period, Executive must resign from all positions Executive then holds with the Company (including any position as a member of the Board) effective not later than ninety (90) days after the expiration of the cure periodhave occurred.

Termination by Executive for Good Reason. At any time during the Term, Executive may terminate this Agreement and Executive’s 's employment with the Company by resigning from employment with giving the Company written notice of termination for Good ReasonReason specifying in such notice the basis for the Good Reason termination. The term For purposes of this Agreement, “Good Reason” shall mean means the occurrence, occurrence of any of the following events without Executive’s prior written 's consent, : (a) the Company provides Executive with notice of any one or more its intention not to extend the term of the following: Agreement pursuant to Section 2; (ib) the Company decreases Executive's Base Salary by more than five percent (5%) in any calendar year and such decrease is not part of a material reduction general decrease in Executive’s base salary (unless pursuant applicable to a salary reduction program applicable generally to the Company’s similarly situated all senior executives); (iic) a material reduction in the Company demotes Executive or assigns Executive to duties that are materially inferior to and inconsistent with Executive’s authority's position, duties or responsibilitiesand responsibilities immediately prior to such assignment; (iiid) a relocation of the Company eliminates or materially reduces the employee benefits provided to Executive and such elimination or reduction is not applicable to all senior executives; (e) the Company relocates Executive’s 's principal place of employment with to a location that is more than thirty (30) miles from Indianapolis and from the Company (office or its successor, if applicable) to a place that increases Executive’s one-way commute by more than fifty (50) miles as compared to Executive’s then-current principal place of employment facility at which Executive was based immediately prior to such relocation, except for required travel by Executive on ; (f) the Company’s business to an extent substantially consistent with Executive’s business travel obligations prior to the such relocationCompany materially breaches any material term of this Agreement; or (ivg) any other action of inaction that constitutes a material breach by the Company fails to obtain the assumption of the obligation to perform this Agreement by any assignee as contemplated in Section 13.1 hereof; provided, however, the Company will have thirty (or 30) days from its successor, if applicable) receipt of any material provision written notice of this Agreement. No resignation the Good Reason termination in which to take corrective action to cure the Good Reason, and if the Company does not cure the Good Reason, the Good Reason termination will be effective at the end of the thirtieth (30th) day after the Company receives the written notice of Good Reason termination; and provided further, however, for Executive to exercise her right to terminate for Good Reason, Executive must provide written notice of termination for Good Reason shall be effective unless within thirty (1) Executive provides written notice, within ninety (9030) days after the first occurrence of the event giving rise to the basis for the Good Reason termination. If this Agreement and Executive’s employment are terminated by Executive for Good Reason, the Company’s obligation to the Chairman of the Board setting forth in reasonable detail the material facts constituting Good Reason pay or provide Executive compensation and the reasonable steps Executive believes necessary to curebenefits under this Agreement shall terminate, except: (2i) the Company has had thirty shall pay Executive that portion of her Base Salary which shall have been earned through the termination date; (30ii) business days from the date of Company shall pay or provide Executive such notice to cure any such occurrence otherwise constituting Good Reasonother payments or benefits, if any, which have accrued and vested hereunder before the termination date; and (3iii) subject to Sections 7.8 and 7.9 of this Agreement, the Company shall provide Executive with the following severance benefits: (A) during the Severance Period, the Company will pay Executive severance compensation in the form of salary continuation at the Base Salary rate in effect at the time of Executive's employment termination; (B) during the Severance Period, the Company will pay Executive an additional monthly severance amount equal to one-twelfth (1/12) of the average annual cash bonus the Company paid Executive during the last three fiscal years prior to the termination date (or if such event is Executive was not reasonably cured within such period, Executive must resign from all positions Executive then holds employed with the Company for the last three fiscal years, the average shall be calculated using the number of fiscal years Executive has been employed with the Company); and (including any position as a member C) during the Severance Period, the Company will pay Executive an additional monthly severance amount equal to One Hundred Forty percent (140%) of the Board) effective not later COBRA Premium Rate. Subject to Sections 7.8 and 7.9, the Company will pay the foregoing severance benefits during the Severance Period in accordance with the Company's customary payroll practices and all such severance payments shall be subject to all applicable payroll tax withholdings. Other than ninety (90) days after the expiration of foregoing, the cure periodCompany shall have no further obligations to Executive under this Agreement.

Termination by Executive for Good Reason. Executive may terminate Executive’s his employment with the Company by resigning from employment with the Company and this Agreement for Good Reason. The term “Good Reason” shall mean the occurrence, without Executive’s prior written consent, of any one or more of the following: (i) a material any reduction in Executive’s base salary (unless pursuant to a salary reduction program applicable generally to the Company’s similarly situated senior executives)compensation as set forth in Section 5 hereof; (ii) a material reduction an adverse change in Executive’s title, status, authority, duties duties, or responsibilities, provided that, changes in Executive’s title, status, authority, duties, and responsibilities necessitated solely by a change, following a Change in Control (as defined in Section 12), in the Company’s status from a publicly traded company to a subsidiary of a publicly traded company shall not by themselves be considered “adverse” within the meaning of this subsection; (iii) a relocation of Executive’s principal place of employment with the failure by the Company (or its successor, if applicable) to obtain a place that increases Executive’s one-way commute by more than fifty (50) miles as compared satisfactory agreement from any successor of the Company requiring such successor to Executive’s then-current principal place of employment immediately prior assume and agree to such relocation, except for required travel by Executive on perform the Company’s business to an extent substantially consistent with Executive’s business travel obligations prior to the such relocationunder this Agreement, as contemplated in Section 17; or (iv) any other action of inaction that constitutes a material breach the failure by the Company (or its successor, if applicable) of to comply with any material provision of this Agreement; (v) the Company’s requiring Executive to relocate to an office more than 35 miles from the Company’s office to which Executive was assigned on the Effective Date; or (vi) the amendment, modification, or repeal of any provision of the Company’s Certificate of Incorporation, as amended, or the Bylaws of the Company as such documents exist on the Effective Date, if such amendment, modification, or repeal would adversely affect Executive’s right to indemnification by the Company; provided that, any action of the CEO to seek information directly from, or to request that a project be undertaken by, an employee reporting directly or indirectly to Executive shall not constitute "Good Reason" hereunder. No resignation for Good Reason shall be effective unless (1) Executive provides written noticeshall, within ninety (90) days after the first occurrence of the event giving rise sufficient facts known to Executive to constitute Good Reason, give written notice to the Chairman of the Board CEO setting forth in reasonable detail the material facts constituting Good Reason and the reasonable steps Executive believes necessary to cure, (2) and thereafter the Company has had shall have thirty (30) business days from the date of such notice to cure any such occurrence otherwise constituting Good Reason; provided that, no such notice and (3) opportunity to cure is required if such event is not reasonably cured within such period, Executive must resign from all positions Executive then holds with has previously given the Company (including any position as a member of notice and opportunity to cure the Board) effective not later than ninety (90) days after the expiration of the cure periodsame conduct.

Termination by Executive for Good Reason. Executive may terminate Executive’s his employment with the Company by resigning from employment with the Company and this Agreement for Good Reason. The term “Good Reason” shall mean the occurrence, without Executive’s prior written consent, of any one or more of the following: (i) a material any reduction in Executive’s base salary (unless pursuant to a salary reduction program applicable generally to the Company’s similarly situated senior executives)compensation as set forth in Section 5 hereof; (ii) a material reduction an adverse change in Executive’s title, status, authority, duties duties, or responsibilities, provided that, changes in Executive’s title, status, authority, duties, and responsibilities necessitated solely by a change, following a Change in Control (as defined in Section 12), in the Company’s status from a publicly traded company to a subsidiary of a publicly traded company shall not by themselves be considered “adverse” within the meaning of this subsection; (iii) a relocation of Executive’s principal place of employment with the failure by the Company (or its successor, if applicable) to obtain a place that increases Executive’s one-way commute by more than fifty (50) miles as compared satisfactory agreement from any successor of the Company requiring such successor to Executive’s then-current principal place of employment immediately prior assume and agree to such relocation, except for required travel by Executive on perform the Company’s business to an extent substantially consistent with Executive’s business travel obligations prior to the such relocationunder this Agreement, as contemplated in Section 18; or (iv) any other action of inaction that constitutes a material breach the failure by the Company (or its successor, if applicable) of to comply with any material provision of this Agreement; (v) the Company’s requiring Executive to relocate to an office more than 35 miles from the Company’s office to which Executive was assigned on the Effective Date; or (vi) the amendment, modification, or repeal of any provision of the Company’s Certificate of Incorporation, as amended, or the Bylaws of the Company as such documents exist on the Effective Date, if such amendment, modification, or repeal would adversely affect Executive’s right to indemnification by the Company; provided that, any action of the CEO to seek information directly from, or to request that a project be undertaken by, an employee reporting directly or indirectly to Executive shall not constitute "Good Reason" hereunder. No resignation for Good Reason shall be effective unless (1) Executive provides written noticeshall, within ninety (90) days after the first occurrence of the event giving rise sufficient facts known to Executive to constitute Good Reason, give written notice to the Chairman of the Board CEO setting forth in reasonable detail the material facts constituting Good Reason and the reasonable steps Executive believes necessary to cure, (2) and thereafter the Company has had shall have thirty (30) business days from the date of such notice to cure any such occurrence otherwise constituting Good Reason; provided that, no such notice and (3) opportunity to cure is required if such event is not reasonably cured within such period, Executive must resign from all positions Executive then holds with has previously given the Company (including any position as a member of notice and opportunity to cure the Board) effective not later than ninety (90) days after the expiration of the cure periodsame conduct.

Termination by Executive for Good Reason. Executive may has the right, in his reasonable determination at any time during the Term, to terminate Executive’s employment with the Company by resigning from his employment with the Company for Good Reason (as defined in this Section 6(c) below) by giving written notice to the Company as described in this Section 6(c) below. Prior to the effectiveness of termination for Good Reason, within thirty (30) calendar days following the existence of a condition constituting Good Reason, Executive shall provide written notice to the Company specifically identifying the reason or reasons which are alleged to constitute Good Reason, and an opportunity to cure within a period of not less than thirty (30) days; provided, however, that Executive shall have no obligation to continue his employment with the Company following such thirty (30) calendar day notice period unless the Company cures the event(s) giving rise to Executive’s Good Reason notice. The As used in this Section 6(c), the term “Good Reason” shall mean the occurrence, without Executive’s prior written consent, of any one or more of the following: (i1) a material reduction diminution in Executive’s base salary (unless pursuant to a salary reduction program applicable generally to the Company’s similarly situated senior executives); (ii) a material reduction in Executive’s compensation, authority, duties or responsibilities or assignment to another executive or employee of such compensation, authority, duties or responsibilities that is or are materially inconsistent with such position or responsibilities; (iii2) a relocation of Executive’s principal requiring Executive to move his place of employment with the Company (or its successor, if applicable) to a place that increases Executive’s one-way commute by more than fifty (50) miles as compared to Executive’s then-current principal place location outside of employment immediately prior to such relocationthe Kingsport, except for required travel by Executive on the Company’s business to an extent substantially consistent with Executive’s business travel obligations prior to the such relocationTennessee, Standard Metropolitan Statistical Area; or (iv3) any other action of inaction that constitutes a material breach by the Company (or its successor, if applicable) of any material provision of this Agreement; provided that in any such case Executive has not consented thereto. No resignation In addition to the foregoing requirements, in no event shall an Executive’s termination of his employment be considered for Good Reason shall be effective unless such termination occurs within two (2) years following the initial existence of one of the conditions specified in clauses (1) Executive provides written notice, within ninety (90) days after the first occurrence of the event giving rise to Good Reason, to the Chairman of the Board setting forth in reasonable detail the material facts constituting Good Reason and the reasonable steps Executive believes necessary to cure), (2) and (3) of the preceding sentence. If Executive terminates his employment for Good Reason, the Company’s obligation to Executive shall be limited solely to unpaid Salary plus any accrued but unpaid benefits to the effective date of termination, any unpaid bonus earned in accordance with the then applicable bonus plan or program to the effective date of termination. Executive has the right, at any time during the Term, to terminate his employment with the Company has had thirty without Good Reason (30as defined above) business by giving written notice to the Company, which termination shall be effective sixty (60) calendar days from the date of such notice to cure any such occurrence otherwise constituting written notice. If Executive terminates his employment without Good Reason, the Company’s obligation to Executive shall be limited solely to the payment of unpaid Salary accrued up to the effective date of termination plus any accrued but unpaid bonus and (3) if such event is not reasonably cured within such period, Executive must resign from all positions Executive then holds with the Company (including any position as a member of the Board) effective not later than ninety (90) days after the expiration of the cure periodbenefits.

Termination by Executive for Good Reason. Executive may terminate Executive’s his employment with the Company by resigning from employment with the Company ProAssurance for Good Reason. The term “For purposes of this Agreement, "Good Reason” " shall mean the occurrence, without Executive’s prior written consent, of constitute any one or more of the followingfollowing circumstances if they occur without the Executive's express written consent during the Term: (i) a material reduction in Executive’s base salary (unless pursuant to duties and responsibilities are changed in a salary reduction program applicable generally to manner that is inconsistent with the Company’s similarly situated senior executives)duties and responsibilities set forth in Section 2.1; (ii) a material reduction in ProAssurance shall require that the Executive’s authority, duties or responsibilities's primary location of employment be more than 50 miles from the location of ProAssurance's principal offices as of the date of this Agreement; (iii) a relocation of reduction in the Executive’s principal place of employment with the Company (or its successor, if applicable) to a place that increases Executive’s one-way commute by more than fifty (50) miles 's Base Salary as compared to Executive’s then-current principal place of employment immediately prior to such relocation, except for required travel by Executive on the Company’s business to an extent substantially consistent with Executive’s business travel obligations prior to the such relocationprovided in Section 3.1 hereof; or (iv) any other action of inaction that constitutes a material breach by the Company (or its successor, if applicable) ProAssurance of any material provision of this AgreementAgreement in any material respect. No resignation for Executive must provide ProAssurance with a Notice of Termination no later than 45 calendar days after Executive knows or should have known that Good Reason has occurred. Following delivery of Executive's Notice of Termination, ProAssurance shall have 45 calendar days to rectify the circumstances causing the Good Reason. If ProAssurance fails to rectify the events causing Good Reason within said 45 day period, or if ProAssurance delivers to Executive written notice stating that the circumstances cannot or shall not be rectified, Executive shall be effective unless (1) Executive provides written notice, within ninety (90) days after the first occurrence of the event giving rise entitled to Good Reason, to the Chairman of the Board setting forth in reasonable detail the material facts constituting assert Good Reason and the reasonable steps Executive believes necessary to cure, (2) the Company has had thirty (30) business days from the date terminate employment as of such notice to cure any such occurrence otherwise constituting Good Reason, and (3) if such event is not reasonably cured within such period, Executive must resign from all positions Executive then holds with the Company (including any position as a member of the Board) effective not later than ninety (90) days after the expiration of the cure 45 day period after delivery of the Executive's Notice of Termination (or, if earlier, upon receipt a written notice stating that the circumstances cannot or shall not be rectified). Should Executive fail to provide the required Notice of Termination in a timely manner, Good Reason shall not be deemed to have occurred as a result of the event. The Term shall not be deemed to have expired during the notice period, however, as long as Executive has provided Notice of Termination within the Term.

Termination by Executive for Good Reason. Executive may terminate Executive’s his employment with the Company by resigning from employment with the Company and this Agreement at any time for Good ReasonReason (as defined below). The A termination of employment and this Agreement by Executive for Good Reason shall entitle Executive to payments and other benefits as specified in Section 8.3, unless such termination occurs during the Protection Period in which case the payments and benefits in Section 8.4 shall apply. For purposes of this Agreement, the term “Good Reason” shall mean means, subject to the occurrencenotice and cure provisions herein, any of the following actions if taken without Executive’s prior written consent, : (a) the assignment to the Executive of any one or more of duties inconsistent with the following: position in the Corporation that Executive held immediately prior to the assignment; (ib) a material reduction Change of Control resulting in a significant adverse alteration in the status or conditions of Executive’s participation with the Corporation or other nature of Executive’s responsibilities from those in effect prior to such Change of Control, including any significant alteration in Executive’s base salary (unless pursuant to a salary reduction program applicable generally to the Company’s similarly situated senior executives); (ii) a material reduction in Executive’s authority, duties or responsibilities; (iii) a relocation of Executive’s principal place of employment with the Company (or its successor, if applicable) to a place that increases Executive’s one-way commute by more than fifty (50) miles as compared to Executive’s then-current principal place of employment responsibilities immediately prior to such relocation, except for required travel Change in Control; (c) the failure by the Company to continue to provide the Executive on with benefits substantially similar to those enjoyed by the Company’s business to an extent substantially consistent with Executive’s business travel obligations Executive prior to the such relocationfailure; or (ivd) any other action of or inaction that constitutes a material breach by the Company (or its successor, if applicable) of any material provision of this Agreement. No resignation To exercise the option to terminate employment for Good Reason, Executive must provide written notice to the Company of Executive’s belief that Good Reason exists within sixty (60) days of the initial existence of the Good Reason condition, and that notice shall describe in reasonable detail the condition(s) believed to constitute Good Reason. The Company then shall have thirty (30) days to remedy the Good Reason condition(s). If not remedied within that 30-day period or if the Company notifies Executive that it does not intend to cure such condition(s) before the end of that 30-day period, Executive may submit a notice of termination to the Company; provided, however, that the notice of termination invoking Executive’s option to terminate employment for Good Reason shall must be effective unless given no later than sixty (1) Executive provides written notice, within ninety (9060) days after the date the Good Reason condition first occurrence arose; otherwise, Executive shall be deemed to have accepted the condition(s), or the Company’s correction of the event giving such condition(s), that may have given rise to the existence of Good Reason, to the Chairman of the Board setting forth in reasonable detail the material facts constituting Good Reason and the reasonable steps Executive believes necessary to cure, (2) the Company has had thirty (30) business days from the date of such notice to cure any such occurrence otherwise constituting Good Reason, and (3) if such event is not reasonably cured within such period, Executive must resign from all positions Executive then holds with the Company (including any position as a member of the Board) effective not later than ninety (90) days after the expiration of the cure period.