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

Termination by Executive with Good Reason. Executive may terminate Executive’s employment with Good Reason during the Term of Employment by providing the Company ten (10) days’ written notice setting forth in reasonable specificity the event that constitutes Good Reason, which written notice, to be effective, must be provided to the Company within sixty (60) days of the occurrence of such event. The Company shall have thirty (30) days to cure the event constituting Good Reason (if curable), and if not cured within such period, Executive’s termination will be effective upon the expiration of such cure period, and Executive shall be entitled to: (i) The Accrued Obligations; (ii) One hundred percent (100%) of Executive’s Base Salary at the time of the termination, payable in substantially equal installments in accordance with the Company’s regular payroll practices during the Severance Term; (iii) Any Prior Year Bonus; (iv) The Prorated Bonus; and (v) To the extent permissible under the Company’s group health plan, continuation, during the Severance Term (or if earlier, until the date that Executive becomes eligible to receive any health benefits as a result of subsequent employment or service during the Severance Term), of health benefits provided to Executive and Executive’s dependents immediately prior to such termination, at the same cost applicable to active employees of the Company. Notwithstanding the foregoing, if the Company’s obligations contemplated by this Section 8(e)(v) would result in the imposition of excise taxes on the Company for failure to comply with the nondiscrimination requirements of the Patient Protection and Affordable Care Act of 2010, as amended, and the Health Care and Education Reconciliation Act of 2010, as amended (to the extent applicable) or to the extent such continuation is not permissible under the Company’s group health plan, the Company shall discontinue the health benefits provided for in this Section 8(e) and shall instead pay to Executive a lump-sum payment equal to the employer portion of premium costs of health benefits (calculated based on the premiums for the first month of such benefits following the date of Executive’s termination) provided to Executive and Executive’s dependents for the remainder of the Severance Term no later than thirty (30) days after such determination by the Company. Notwithstanding the foregoing, the payments and benefits described in clauses (ii) – (v) above shall immediately terminate, and the Company shall have no further obligations to Executive with respect thereto, in the event that Executive breaches any provision of the Non-Interference Agreement. Following such termination of Executive’s employment by Executive with Good Reason, except as set forth in this Section 8(e), Executive shall have no further rights to any compensation or any other benefits under this Agreement, including any Base Salary and Annual Bonus for any time that, but for Executive’s termination of employment with Good Reason, would otherwise remain in the Term of Employment. For the avoidance of doubt, Executive’s sole and exclusive remedy upon a termination of employment with Good Reason shall be receipt of the Severance Benefits.

Termination by Executive with Good Reason. Executive may terminate Executive’s employment with Good Reason during the Term of Employment by providing the Company ten (10) days’ written notice setting forth in reasonable specificity the event that constitutes Good Reason, which written notice, to be effective, must be provided to the Company within sixty (60) days of the occurrence of such event. The Company shall have thirty (30) days to cure the event constituting Good Reason (if curable), and if not cured within such period, Executive’s termination will be effective upon the expiration of such cure period, and Executive shall be entitled to: (i) The Accrued Obligations; (ii) One hundred percent Two (100%2) of times Executive’s Base Salary at the time of the terminationSalary, payable in substantially equal installments in accordance with the Company’s regular payroll practices during the Severance Term; (iii) Any Prior Year Bonus; (iv) The Prorated Bonus; and (v) To the extent permissible under the Company’s group health plan, continuation, during the Severance Term (or if earlier, until the date that Executive becomes eligible to receive any health benefits as a result of subsequent employment or service during the Severance Term), of health benefits provided to Executive and Executive’s dependents immediately prior to such termination, at the same cost applicable to active employees of the Company. Notwithstanding the foregoing, if the Company’s obligations contemplated by this Section 8(e)(v) would result in the imposition of excise taxes on the Company for failure to comply with the nondiscrimination requirements of the Patient Protection and Affordable Care Act of 2010, as amended, and the Health Care and Education Reconciliation Act of 2010, as amended (to the extent applicable) or to the extent such continuation is not permissible under the Company’s group health plan, the Company shall discontinue the health benefits provided for in this Section 8(e) and shall instead pay to Executive a lump-sum payment equal to the employer portion of premium costs of health benefits (calculated based on the premiums for the first month of such benefits following the date of Executive’s termination) provided to Executive and Executive’s dependents for the remainder of the Severance Term no later than thirty (30) days after such determination by the Company. Notwithstanding the foregoing, the payments and benefits described in clauses (ii) – (v) above shall immediately terminate, and the Company shall have no further obligations to Executive with respect thereto, in the event that Executive breaches any provision of the Non-Interference AgreementAgreement and does not cure such breach within thirty (30) days after receipt of written notice thereof from the Company. Following such termination of Executive’s employment by Executive with Good Reason, except as set forth in this Section 8(e), Executive shall have no further rights to any compensation or any other benefits under this Agreement, including any Base Salary and Annual Bonus Compensation for any time that, but for Executive’s termination of employment with Good Reason, would otherwise remain in the Term of Employment. For the avoidance of doubt, Executive’s sole and exclusive remedy upon a termination of employment with Good Reason shall be receipt of the Severance Benefits.

Termination by Executive with Good Reason. The Executive may terminate Executive’s his employment with Good Reason during the Term of Employment by providing the Company ten (10) days’ written notice setting forth in reasonable specificity the event that constitutes UST with Good Reason, in which written noticeevent UST shall continue to pay to Executive: (i) Executive's salary for each year remaining in the Employment Term (but not less than three times Executive's Annual Base Salary if Executive is terminated prior to or on the second anniversary of the Effective Date, or not less than two times Executive's Annual Base Salary if Executive is terminated after the second anniversary of the Effective Date), payable at Xxxxxx'x option in a discounted lump sum or in substantially equal installments biweekly, from which Schwab shall withhold and deduct in either event all applicable federal, state and city income, social security and disability taxes as required by applicable law; (ii) any bonus due under Section 4(b) above in respect of Xxxxxx'x fiscal year ended prior to be effectiveExecutive's termination and a bonus for each year remaining in the Employment Term, must be (but not less than three years of bonuses if Executive is terminated prior to or on the second anniversary of the Effective Date, or not less than two years of bonuses if Executive is terminated after the second anniversary of the Effective Date) based on Executive's then current Targeted Bonus; (iii) full and immediate vesting of any outstanding stock options and other equity based awards; (iv) all unreimbursed out-of-pocket business expenses of the type described in Section 4(d) above incurred by Executive prior to Executive's termination; (v) all unused vacation days accrued to the date of Executive's termination; (vi) continuation of the medical, dental and life insurance coverage provided to Executive immediately prior to the Company within sixty (60) days date of Executive's termination as determined by Schwab consistent with the occurrence of such event. The Company shall have thirty (30) days period during which Executive may receive Annual Base Salary payments pursuant to cure the event constituting Good Reason (if curablethis Section 12(g)(i), and if not cured within such period, Executive’s termination will be effective upon at the expiration end of such cure period, and which period Executive shall be entitled to: (i) The Accrued Obligations; (ii) One hundred percent (100%) of Executive’s Base Salary at the time of the termination, payable in substantially equal installments to group health continuation coverage in accordance with the Company’s regular payroll practices during the Severance Term; (iii) Any Prior Year Bonus; (iv) The Prorated Bonus; and (v) To the extent permissible under the Company’s group health plan, continuation, during the Severance Term (or if earlier, until the date that Executive becomes eligible to receive any health benefits as a result of subsequent employment or service during the Severance Term), of health benefits provided to Executive and Executive’s dependents immediately prior to such termination, at the same cost applicable to active employees Section 4980B of the Company. Notwithstanding Code; (vii) three additional years of deemed age and service credit from the foregoing, if the Company’s obligations contemplated by this Section 8(e)(v) would result in the imposition of excise taxes on the Company for failure to comply with the nondiscrimination requirements of the Patient Protection and Affordable Care Act of 2010, as amended, and the Health Care and Education Reconciliation Act of 2010, as amended (to the extent applicable) or to the extent such continuation is not permissible under the Company’s group health plan, the Company shall discontinue the health benefits provided for in this Section 8(e) and shall instead pay to Executive a lump-sum payment equal to the employer portion of premium costs of health benefits (calculated based on the premiums for the first month of such benefits following the effective date of Executive’s termination) provided 's termination if Executive is terminated prior to Executive and Executive’s dependents for or on the remainder second anniversary of the Severance Term no later than thirty (30) days Effective Date, or two additional years of deemed age and under service credit from the effective date of Executive's termination if Executive is terminated after such determination by the Company. Notwithstanding the foregoing, the payments and benefits described in clauses (ii) – (v) above shall immediately terminate, and the Company shall have no further obligations to Executive with respect thereto, in the event that Executive breaches any provision second anniversary of the NonEffective Date, under UST's (or, if applicable, Xxxxxx'x) tax-Interference Agreement. Following such termination of Executive’s employment by qualified and nonqualified pension plans in which Executive with Good Reason, except as set forth in this Section 8(e), Executive shall have no further rights to any compensation or any other benefits under this Agreement, including any Base Salary and Annual Bonus for any time that, but for Executive’s termination of employment with Good Reason, would otherwise remain in the Term of Employment. For the avoidance of doubt, Executive’s sole and exclusive remedy upon is then a termination of employment with Good Reason shall be receipt of the Severance Benefits.participant;

Termination by Executive with Good Reason. Executive may shall also have the right to terminate Executivethis Agreement upon not less than one (1) year’s employment with Good Reason during the Term of Employment by providing the Company ten (10) days’ prior written notice setting forth in reasonable specificity the event that constitutes Good Reasonto TCP, which written notice, to be effective, must be provided to the Company within sixty (60) 60 days of after the occurrence of such event. The Company any of the following events (each of which shall have thirty constitute “Good Reason” for purposes of this Agreement) (30) days to cure except that if TCP has provided notice of termination for “Cause” and the event constituting Good Reason (if curable), and if not cured within such period, Executive’s termination will be effective upon the expiration of such “Cause” continues to exist following any applicable cure period, and Executive shall be entitled to:may not terminate this Agreement for “Good Reason”): (i) The Accrued ObligationsMaterial diminution in the nature of Executive’s title, duties, authorities and responsibilities set forth in this Agreement by TCP unless Executive expressly consents to such diminution in writing; (ii) One hundred percent (100%) Relocation of Executive’s Base Salary at the time principal place of the termination, payable in substantially equal installments in accordance with the Companyemployment by more than fifty (50) miles from TCP’s regular payroll practices during the Severance Termcurrent location from which Executive works; (iii) Any Prior Year BonusMaterial reduction in the nature of Executive’s compensation as established under this Agreement unless Executive expressly consents in writing; (iv) The Prorated Bonus; andChange in reporting structure adversely affecting Executive without the prior written consent by Executive; (v) To The determination by Executive in good faith that he is unable to provide an officer certification required under any federal law or regulation applicable to officers of a corporation; (A) The Board or a committee of the extent permissible Board has been advised that the disclosure controls and procedures of TCP are or may not be effective to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements in accordance with generally accepted accounting principles and Executive concludes in good faith that TCP has not taken appropriate remedial action on a timely basis to address any deficiencies, (B) the Board or a committee of the Board has been advised that there are material deficiencies or weaknesses in the design or operation of internal control over financial reporting of TCP and Executive concludes in good faith that TCP has not taken appropriate remedial action on a timely basis to address any deficiencies, (C) a remediation plan to correct potential material weaknesses or deficiencies in internal control over financial reporting has been adopted and Executive concludes in good faith that the requirements of such plan have not been satisfied or are unlikely to be satisfied because of any action or inaction on the part of senior management, including without limitation, lack of cooperation from senior management or (D) there has been a material violation by the chief executive officer of TCP of the Code of Conduct of either of TCP; (vii) TCP International or any successor thereto ceases for any reason to have a class of equity securities registered under the Company’s group health plan, continuation, during the Severance Term (or if earlier, until the date that Executive becomes eligible to receive any health benefits as a result of subsequent employment or service during the Severance Term), of health benefits provided to Executive and Executive’s dependents immediately prior to such termination, at the same cost applicable to active employees of the Company. Notwithstanding the foregoing, if the Company’s obligations contemplated by this Section 8(e)(v) would result in the imposition of excise taxes on the Company for failure to comply with the nondiscrimination requirements of the Patient Protection and Affordable Care Securities Exchange Act of 2010, as amended, and the Health Care and Education Reconciliation Act of 20101934, as amended (the “Exchange Act”), terminates its reporting obligations under the Exchange Act or ceases to the extent applicablehave a class of equity securities that is listed on a national securities exchange or authorized to be quoted in an inter-dealer quotation system of a registered national securities association; or (viii) There occurs a material breach of this Agreement by TCP. As to clauses (i) through (iv) and clause (viii), “Good Reason” will exist only if such diminution, reduction, change or to the extent such continuation breach is not permissible under the Company’s group health plan, the Company shall discontinue the health benefits provided for cured in this Section 8(e) and shall instead pay to Executive a lump-sum payment equal to the employer portion of premium costs of health benefits all material respects within fifteen (calculated based on the premiums for the first month of such benefits following the date of Executive’s termination) provided to Executive and Executive’s dependents for the remainder of the Severance Term no later than thirty (3015) days after written notice thereof has been given to TCP by Executive provided, that no opportunity to cure shall be provided if such determination by the Companydiminution, reduction, change or breach is not curable. Notwithstanding anything to the foregoingcontrary contained herein, the payments and benefits described if any event in clauses (ii) – (v) above shall immediately terminatethrough (vii) is not a single event but is ongoing, and the Company shall have no further obligations to Executive with respect thereto, in the including any event that Executive breaches any provision of first occurred prior to the Non-Interference Agreement. Following such termination of Executive’s employment by Executive with Good Reason, except as set forth in this Section 8(e)Effective Date, Executive shall have no further rights the right to terminate this Agreement and employment for Good Reason upon not less than one (1) year’s prior written notice to TCP during the occurrence of such event or within 60 days after the cessation of such event (except that if TCP has provided notice of termination for “Cause” and the event constituting “Cause” continues to exist following any compensation or any other benefits under applicable cure period, Executive may not terminate this Agreement, including any Base Salary and Annual Bonus Agreement for any time that, but for Executive’s termination of employment with “Good Reason, would otherwise remain in the Term of Employment. For the avoidance of doubt, Executive’s sole and exclusive remedy upon a termination of employment with Good Reason shall be receipt of the Severance Benefits”).

Termination by Executive with Good Reason. Executive may terminate Executive’s employment with Good Reason during the Term of Employment by providing the Company ten (10) days’ written notice setting forth in reasonable specificity the event that constitutes Good Reason, which written notice, to be effective, must be provided to the Company within sixty (60) days of the occurrence of such event. The Company shall have thirty (30) days to cure the event constituting Good Reason (if curable), and if not cured within such period, Executive’s termination will be effective upon the expiration of such cure period, and Executive shall be entitled to: (i) The Accrued Obligations; (ii) One hundred percent Two (100%2) of times Executive’s Base Salary at the time of the terminationSalary, payable in substantially equal installments in accordance with the Company’s regular payroll practices during the Severance Term; (iii) Any Prior Year Bonus; (iv) The Prorated Bonus; and (v) To the extent permissible under the Company’s group health plan, continuation, during the Severance Term (or if earlier, until the date that Executive becomes eligible to receive any health benefits as a result of subsequent employment or service during the Severance Term), of health benefits provided to Executive and Executive’s dependents immediately prior to such termination, at the same cost applicable to active employees of the Company. Notwithstanding the foregoing, if the Company’s obligations contemplated by this Section 8(e)(v) would result in the imposition of excise taxes on the Company for failure to comply with the nondiscrimination requirements of the Patient Protection and Affordable Care Act of 2010, as amended, and the Health Care and Education Reconciliation Act of 2010, as amended (to the extent applicable) or to the extent such continuation is not permissible under the Company’s group health plan, the Company shall discontinue the health benefits provided for in this Section 8(e) and shall instead pay to Executive a lump-sum payment equal to the employer portion of premium costs of health benefits (calculated based on the premiums for the first month of such benefits following the date of Executive’s termination) provided to Executive and Executive’s dependents for the remainder of the Severance Term no later than thirty (30) days after such determination by the Company. Notwithstanding the foregoing, the payments and benefits described in clauses (ii) – (v) above shall immediately terminate, and the Company shall have no further obligations to Executive with respect thereto, in the event that Executive breaches any provision of the Non-Interference Agreement. Following such termination of Executive’s employment by Executive with Good Reason, except as set forth in this Section 8(e), Executive shall have no further rights to any compensation or any other benefits under this Agreement, including any Base Salary and Annual Bonus for any time that, but for Executive’s termination of employment with Good Reason, would otherwise remain in the Term of Employment. For the avoidance of doubt, Executive’s sole and exclusive remedy upon a termination of employment with Good Reason shall be receipt of the Severance Benefits.

Termination by Executive with Good Reason. Executive may terminate Executive’s employment with Good Reason during the Term of Employment by providing the Company ten (10) days’ written notice setting forth in reasonable specificity the event that constitutes Good Reason, which written notice, to be effective, must be provided to the Company within sixty (60) days of the occurrence of such event. The Company shall have thirty (30) days to cure the event constituting Good Reason (if curable), and if not cured within such period, Executive’s termination will be effective upon the expiration of such cure period, and Executive shall be entitled to: (i) The Accrued Obligations; (ii) One hundred percent (100%) of Executive’s Base Salary at the time of the termination, payable in substantially equal installments in accordance with the Company’s regular payroll practices during the Severance Term; (iii) Any Prior Year Bonus; (iv) The Prorated Bonus; and (v) To the extent permissible under the Company’s group health plan, continuation, during the Severance Term (or if earlier, until the date that Executive becomes eligible to receive any health benefits as a result of subsequent employment or service during the Severance Term), of health benefits provided to Executive and Executive’s dependents immediately prior to such termination, at the same cost applicable to active employees of the Company. Notwithstanding the foregoing, if the Company’s obligations contemplated by this Section 8(e)(v) would result in the imposition of excise taxes on the Company for failure to comply with the nondiscrimination requirements of the Patient Protection and Affordable Care Act of 2010, as amended, and the Health Care and Education Reconciliation Act of 2010, as amended (to the extent applicable) or to the extent such continuation is not permissible under the Company’s group health plan, the Company shall discontinue the health benefits provided for in this Section 8(e) and shall instead pay to Executive a lump-sum payment equal to the employer portion of premium costs of health benefits (calculated based on the premiums for the first month of such benefits following the date of Executive’s termination) provided to Executive and Executive’s dependents for the remainder of the Severance Term no later than thirty (30) days after such determination by the Company. |US-DOCS\121758743.7|| Notwithstanding the foregoing, the payments and benefits described in clauses (ii) – (v) above shall immediately terminate, and the Company shall have no further obligations to Executive with respect thereto, in the event that Executive breaches any provision of the Non-Interference Agreement. Following such termination of Executive’s employment by Executive with Good Reason, except as set forth in this Section 8(e), Executive shall have no further rights to any compensation or any other benefits under this Agreement, including any Base Salary and Annual Bonus for any time that, but for Executive’s termination of employment with Good Reason, would otherwise remain in the Term of Employment. For the avoidance of doubt, Executive’s sole and exclusive remedy upon a termination of employment with Good Reason shall be receipt of the Severance Benefits.

Termination by Executive with Good Reason. 5.6.1 The Executive may terminate Executive’s his employment hereunder at any time with Good Reason during the Term of Employment by providing upon notice to the Company ten (10) days’ written notice setting forth in reasonable specificity detail the event that constitutes nature of such Good Reason. Any of the following events shall constitute Good Reason, which written unless the Executive has expressly consented to such event in writing; provided, however, that no such event shall be deemed to constitute Good Reason if, within 30 days after the receipt by the Company of such notice, to be effective, must be provided to such event has been fully corrected and the Company within sixty (60) days of the occurrence of such event. The Company shall have thirty (30) days to cure the event constituting Good Reason (if curable), and if not cured within such period, Executive’s termination will be effective upon the expiration of such cure period, and Executive shall be entitled tohas been reasonably compensated for any losses or damages resulting therefrom: (ia) The Accrued Obligationsfailure of the shareholders of the Company to elect the Executive as a Director of the Company or to continue the Executive in such office; (iib) One hundred percent a material adverse change made by the Company in the Executive’s title, functions, duties, reporting requirements or responsibilities (100%for the avoidance of doubt, including, without limitation, following a Change of Control as defined herein if (during the time period specified in Section 5.7.5) the Executive is (a) no longer serving as Chief Executive Officer of a corporation listed on the NASDAQ-National Market, the New York Stock Exchange or any other similar public exchange or market, (b) Chief Executive Officer of a subsidiary of the acquiring corporation or entity or (c) no longer an Executive Officer (as defined by Section 16 of the Securities Exchange Act of 1934, as amended); ); (c) a reduction by the Company in the Executive’s Base Salary at as the same may be increased from time to time, except for a reduction that occurs in connection with a cost cutting program under which the Base Salaries of the termination, payable in substantially equal installments in accordance with the Company’s regular payroll practices during the Severance Termall senior officers are reduced; (iiid) Any Prior Year Bonusa reduction in the Executive’s target annual bonus opportunity below 100% of Base Salary; (ive) The Prorated Bonus; and (v) To a material reduction in the extent permissible under the Company’s group health plan, continuation, during the Severance Term (or if earlier, until the date that Executive becomes eligible to receive any health benefits as a result package of subsequent employment or service during the Severance Term), of health fringe benefits provided to the Executive as of the date hereof, taken as a whole, or the elimination of any material fringe benefit provided to the Executive as of the date hereof; (f) the failure by the Company to provide the Executive with facilities, equipment and administrative support sufficient to enable him to properly perform his duties and responsibilities; (g) the change in the principal location at which the Executive performs his duties to a location that is more than fifty (50) miles from the Executive’s dependents immediately prior to such termination, at the same cost applicable to active employees current location; or (h) any material breach of this Agreement by the Company. Notwithstanding . 5.6.2 In the foregoing, if the Company’s obligations contemplated by this event of any termination pursuant to Section 8(e)(v) would result in the imposition of excise taxes on the Company for failure to comply with the nondiscrimination requirements of the Patient Protection and Affordable Care Act of 2010, as amended, and the Health Care and Education Reconciliation Act of 2010, as amended (to the extent applicable) or to the extent such continuation is not permissible under the Company’s group health plan5.6.1, the Company shall discontinue pay the health benefits provided for in this Section 8(eExecutive (a) and shall instead pay to Executive a lump-sum payment equal to the employer portion of premium costs of health benefits (calculated based on the premiums for the first month of such benefits following Base Salary earned but unpaid through the date of Executive’s termination) provided to Executive and Executive’s dependents for the remainder of the Severance Term , payable no later than the next regularly scheduled pay day following the effective date of termination; (b) any unpaid portion of any Bonus for the fiscal year preceding the Termination Year that was earned but has not been paid, payable at the times the Company pays its other executives such bonuses in accordance with its general payroll policies, and (c) a Bonus with respect to the Termination Year, payable within thirty (30) days after such determination the effective date of termination, in an amount determined by multiplying the Bonus that was payable to the Executive with respect to the fiscal year immediately preceding the Termination Year by a fraction, the denominator of which shall be 365 and the numerator of which shall be the number of days during the Termination Year in which the Executive was employed by the Company. Notwithstanding . 5.6.3 Within thirty (30) days after the foregoingeffective date of any termination pursuant to Section 5.6.1, the payments and benefits described in clauses (ii) – (v) above shall immediately terminate, and the Company shall have no further obligations pay the Executive a single lump sum in cash in an amount equal to 100% times the sum of (a) the Executive’s Base Salary in effect at the effective date of termination, plus (b) the amount of the Bonus payable to the Executive with respect thereto, in to the event that Executive breaches any provision fiscal year immediately preceding the Termination Year. 5.6.4 After the end of the Non-Interference Agreement. Following such termination fiscal year of the Company in which the Executive’s employment is terminated, the Board shall determine the amount of the bonus that would have been paid to the Executive if the Executive had been employed for the entire fiscal year and shall multiply that amount by Executive with Good Reason, except as the fraction set forth in this clause (c) of Section 8(e), Executive shall have no further rights to any compensation or any other benefits under this Agreement, including any Base Salary and Annual Bonus for any time that, but for Executive’s termination of employment with Good Reason, would otherwise remain in the Term of Employment. For the avoidance of doubt, Executive’s sole and exclusive remedy upon a termination of employment with Good Reason shall be receipt of the Severance Benefits5.6.

Termination by Executive with Good Reason. Executive may terminate Executive’s employment with the Company with Good Reason during the Term of Employment by providing upon written notice to the Company ten (10) days’ written notice setting forth in reasonable specificity of the event that constitutes alleged act or omission constituting Good Reason, which written notice, notice shall set forth in reasonable detail the reason or reasons that Executive believes his employment is to be effectiveterminated for Good Reason. For purposes of this Agreement, must be provided “Good Reason” means, without Executive’s written consent, (i) a reduction of Executive’s Base Salary, (ii) a reduction in Executive’s annual incentive bonus target below Executive’s annual incentive bonus target for the preceding fiscal year, (iii) Executive is no longer the President of (A) the Company, or (B) in the event of a Change of Control, the successor to the Company’s business or assets, (iv) Executive is no longer reporting directly to the Chief Executive Officer of (A) the Company or (B) in the event of a Change of Control, the successor to the Company’s business or assets, (v) if Executive serves on the Board during the Term after having been elected or appointed to serve as a member of the Board (it being acknowledged by Executive and the Company that there is no agreement or arrangement as of the date first written above that Executive will serve on the Board) and then is no longer serving on (A) the Board or (B) in the event of a Change of Control, the board of directors or similar governing body of the successor to the Company’s business or assets, except in each case on account of removal from the Board for cause pursuant to a vote of the stockholders of the Company or due to Executive’s resignation from, or refusal to stand for reelection to, the Board, (vi) any material breach by the Company of any of the material terms of this Agreement, (vii) during the one-year period following a Change of Control, Executive is required to relocate his place of employment to a location that is more than thirty-five (35) miles from the location of the Company’s headquarters as of the date first set forth above, or (viii) a material diminution in Executive’s authority, responsibilities or duties; provided, however, that for any of the foregoing to constitute Good Reason, Executive must provide written notification of such event or condition constituting Good Reason within sixty (60) 90 days after Executive knows of the occurrence of any such event. The Company shall have thirty (30) days to cure the event constituting Good Reason (if curable), and if not cured within such period, Executive’s termination will be effective upon the expiration of such cure period, and Executive shall be entitled to: (i) The Accrued Obligations; (ii) One hundred percent (100%) of Executive’s Base Salary at the time of the termination, payable in substantially equal installments in accordance with the Company’s regular payroll practices during the Severance Term; (iii) Any Prior Year Bonus; (iv) The Prorated Bonus; and (v) To the extent permissible under the Company’s group health plan, continuation, during the Severance Term (or if earlier, until the date that Executive becomes eligible to receive any health benefits as a result of subsequent employment or service during the Severance Term), of health benefits provided to Executive and Executive’s dependents immediately prior to such termination, at the same cost applicable to active employees of the Company. Notwithstanding the foregoing, if the Company’s obligations contemplated by this Section 8(e)(v) would result in the imposition of excise taxes on the Company for failure to comply with the nondiscrimination requirements of the Patient Protection and Affordable Care Act of 2010, as amended, and the Health Care and Education Reconciliation Act of 2010, as amended (to the extent applicable) or to the extent such continuation is not permissible under the Company’s group health plan, the Company shall discontinue the health benefits provided for in this Section 8(e) and shall instead pay to Executive a lump-sum payment equal to the employer portion of premium costs of health benefits (calculated based on the premiums for the first month of such benefits following the date of Executive’s termination) provided to Executive and Executive’s dependents for the remainder of the Severance Term no later than thirty (30) days after such determination by the Company. Notwithstanding the foregoing, the payments and benefits described in clauses (ii) – (v) above shall immediately terminatecondition, and the Company shall have no further obligations 60 days from the date of receipt of such written notice to Executive with respect thereto, in effect a cure of the event that Executive breaches any provision of the Non-Interference Agreement. Following such termination of Executive’s employment by Executive with or condition constituting Good Reason, except as set forth in this Section 8(e)and, Executive upon cure thereof by the Company, such event or condition shall have no further rights to any compensation or any other benefits under this Agreement, including any Base Salary and Annual Bonus for any time that, but for Executive’s termination of employment with longer constitute Good Reason, would otherwise remain in the Term of Employment. For the avoidance of doubt, Executive’s sole and exclusive remedy upon a termination of employment with Good Reason shall be receipt of the Severance Benefits.

Termination by Executive with Good Reason. Executive may terminate Executive’s employment with Good Reason during Subject to the Term of Employment by providing the Company ten provisions detailed below, upon thirty (1030) days’ written notice setting forth in reasonable specificity the event that constitutes Good Reason, which written notice, to be effective, must be provided to the Company within sixty (60) days of his intent to terminate the Agreement, the Executive shall have the right to terminate his employment under this Agreement for Good Reason. For purposes of this Agreement, “Good Reason” is defined as any one of the occurrence following: (i) Company’s willful material breach of such event. The Company shall have any provision of this Agreement; or (ii) any material adverse change in the Executive’s position (including status, offices, titles and reporting requirements) authority, duties or responsibilities (other than a change due to the Executive’s Permanent Disability) which results in: (A) a diminution in any material respect in the Executive’s position, authority, duties, responsibilities or compensation, which diminution continues in time over at least thirty (30) days such that it constitutes an effective demotion; or (B) a material diversion from the Executive’s performance of the functions of the Executive’s position, excluding for this purpose material adverse changes made with the Executive’s written consent or due to cure the event Executive’s termination for Cause (as defined below) or termination by the Executive without Good Reason; provided, however, that it shall not constitute Good Reason unless the Executive shall have provided the Company with written notice of its alleged actions constituting Good Reason (if curable), which notice shall specify in reasonable detail the particulars of such Good Reason) within 30 days of the events alleged actions constituting Good Reason and if Company has not cured any such alleged Good Reason or substantially commenced its effort to cure such breach within such period, Executive’s termination will be effective upon the expiration of such cure period, and Executive shall be entitled to: (i) The Accrued Obligations; (ii) One hundred percent (100%) of Executive’s Base Salary at the time of the termination, payable in substantially equal installments in accordance with the Company’s regular payroll practices during the Severance Term; (iii) Any Prior Year Bonus; (iv) The Prorated Bonus; and (v) To the extent permissible under the Company’s group health plan, continuation, during the Severance Term (or if earlier, until the date that Executive becomes eligible to receive any health benefits as a result of subsequent employment or service during the Severance Term), of health benefits provided to Executive and Executive’s dependents immediately prior to such termination, at the same cost applicable to active employees of the Company. Notwithstanding the foregoing, if the Company’s obligations contemplated by this Section 8(e)(v) would result in the imposition of excise taxes on the Company for failure to comply with the nondiscrimination requirements of the Patient Protection and Affordable Care Act of 2010, as amended, and the Health Care and Education Reconciliation Act of 2010, as amended (to the extent applicable) or to the extent such continuation is not permissible under the Company’s group health plan, the Company shall discontinue the health benefits provided for in this Section 8(e) and shall instead pay to Executive a lump-sum payment equal to the employer portion of premium costs of health benefits (calculated based on the premiums for the first month of such benefits following the date of Executive’s termination) provided to Executive and Executive’s dependents for the remainder of the Severance Term no later than thirty (30) days after of the Company’s receipt of such determination written notice. If the Executive’s employment is terminated by the Executive with Good Reason, the Executive shall continue to receive his base salary, any unpaid bonus and health insurance coverage on the same terms as made available to the Company’s employees for a period of two (2) months from the effective date of termination (such continuation of base salary and health insurance coverage being the “Severance Benefits”). Notwithstanding the foregoing, the payments Executive shall not be entitled to any Severance Benefits unless (i) the Executive complies with all of the restrictive covenants by which he is bound (whether pursuant to this Agreement or otherwise), including, but not limited to, any non competition agreement, non solicitation agreement or confidentiality agreement signed by the Executive, and benefits described in clauses (ii) – (v) above shall immediately terminatethe Executive executes, delivers and does not revoke a general release in form and substance acceptable to the Company shall have no further obligations Company. The parties hereto acknowledge that the Severance Benefits to Executive with respect thereto, in the event that Executive breaches any provision of the Non-Interference Agreement. Following such termination of Executive’s employment by Executive with Good Reason, except as set forth in be provided under this Section 8(e), Executive shall have no further rights 5(c) are to any compensation or any other benefits under this Agreement, including any Base Salary and Annual Bonus be provided in consideration for any time that, but for Executive’s termination of employment with Good Reason, would otherwise remain in the Term of Employment. For the avoidance of doubt, Executive’s sole and exclusive remedy upon a termination of employment with Good Reason shall be receipt of the Severance Benefitsabove specified release.

Termination by Executive with Good Reason. 5.6.1 The Executive may terminate Executive’s his employment hereunder at any time with Good Reason during the Term of Employment by providing upon notice to the Company ten (10) days’ written notice setting forth in reasonable specificity detail the event that constitutes nature of such Good Reason. Any of the following events shall constitute Good Reason, which written unless the Executive has expressly consented to such event in writing; provided, however, that no such event shall be deemed to constitute Good Reason if, within 30 days after the receipt by the Company of such notice, to be effective, must be provided to such event has been fully corrected and the Company within sixty (60) days of the occurrence of such event. The Company shall have thirty (30) days to cure the event constituting Good Reason (if curable), and if not cured within such period, Executive’s termination will be effective upon the expiration of such cure period, and Executive shall be entitled tohas been reasonably compensated for any losses or damages resulting therefrom: (ia) The Accrued Obligationsfailure of the shareholders of the Company to elect the Executive as a Director of the Company or to continue the Executive in such office; (iib) One hundred percent a material adverse change made by the Company in the Executive’s title, functions, duties, reporting requirements or responsibilities; (100%c) of a reduction by the Company in the Executive’s Base Salary at as the same may be increased from time to time, except for a reduction that occurs in connection with a cost cutting program under which the Base Salaries of the termination, payable in substantially equal installments in accordance with the Company’s regular payroll practices during the Severance Termall senior officers are reduced; (iiid) Any Prior Year Bonusa reduction in the Executive’s target annual bonus opportunity below 100% of Base Salary; (ive) The Prorated Bonus; and (v) To a material reduction in the extent permissible under the Company’s group health plan, continuation, during the Severance Term (or if earlier, until the date that Executive becomes eligible to receive any health benefits as a result package of subsequent employment or service during the Severance Term), of health fringe benefits provided to the Executive as of the date hereof, taken as a whole, or the elimination of any material fringe benefit provided to the Executive as of the date hereof; (f) the failure by the Company to provide the Executive with facilities, equipment and administrative support sufficient to enable him to properly perform his duties and responsibilities; (g) the change in the principal location at which the Executive performs his duties to a location that is more than fifty (50) miles from the Executive’s dependents immediately prior to such termination, at the same cost applicable to active employees current location; or (h) any material breach of this Agreement by the Company. Notwithstanding . 5.6.2 In the foregoing, if the Company’s obligations contemplated by this event of any termination pursuant to Section 8(e)(v) would result in the imposition of excise taxes on the Company for failure to comply with the nondiscrimination requirements of the Patient Protection and Affordable Care Act of 2010, as amended, and the Health Care and Education Reconciliation Act of 2010, as amended (to the extent applicable) or to the extent such continuation is not permissible under the Company’s group health plan5.6.1, the Company shall discontinue pay the health benefits provided for in this Section 8(eExecutive (a) and shall instead pay to Executive a lump-sum payment equal to the employer portion of premium costs of health benefits (calculated based on the premiums for the first month of such benefits following Base Salary earned but unpaid through the date of Executive’s termination) provided to Executive and Executive’s dependents for the remainder of the Severance Term , payable no later than the next regularly scheduled pay day following the effective date of termination; (b) any unpaid portion of any Bonus for the fiscal year preceding the Termination Year that was earned but has not been paid, payable at the times the Company pays its other executives such bonuses in accordance with its general payroll policies, and (c) a Bonus with respect to the Termination Year, payable within thirty (30) days after such determination the effective date of termination, in an amount determined by multiplying the Bonus that was payable to the Executive with respect to the fiscal year immediately preceding the Termination Year by a fraction, the denominator of which shall be 365 and the numerator of which shall be the number of days during the Termination Year in which the Executive was employed by the Company. Notwithstanding . 5.6.3 Within thirty (30) days after the foregoingeffective date of any termination pursuant to Section 5.6.1, the payments and benefits described in clauses (ii) – (v) above shall immediately terminate, and the Company shall have no further obligations pay the Executive an amount equal to 100% times the sum of (a) the Executive’s Base Salary in effect at the effective date of termination, plus (b) the amount of the Bonus payable to the Executive with respect thereto, in to the event that Executive breaches any provision fiscal year immediately preceding the Termination Year. 5.6.4 After the end of the Non-Interference Agreement. Following such termination fiscal year of the Company in which the Executive’s employment is terminated, the Board shall determine the amount of the bonus that would have been paid to the Executive if the Executive had been employed for the entire fiscal year and shall multiply that amount by Executive with Good Reason, except as the fraction set forth in this clause (c) of Section 8(e), Executive shall have no further rights to any compensation or any other benefits under this Agreement, including any Base Salary and Annual Bonus for any time that, but for Executive’s termination of employment with Good Reason, would otherwise remain in the Term of Employment. For the avoidance of doubt, Executive’s sole and exclusive remedy upon a termination of employment with Good Reason shall be receipt of the Severance Benefits5.6.

Termination by Executive with Good Reason. Executive may terminate Executive’s employment with Good Reason during the Term of Employment by providing the Company ten thirty (1030) days’ written notice setting forth in reasonable specificity the event that constitutes Good Reason, which written notice, to be effective, must be provided to the Company within sixty (60) days of the occurrence of such event. The Company shall have thirty (30) days to cure the event constituting Good Reason (if curable), and if not cured within such period, Executive’s termination will be effective upon the expiration of such cure period, and Executive shall be entitled to: (i) The Accrued Obligations;; and (ii) One The Special Bonus, payable as follows: (A) on September 30, 2021, sixty-six percent (66%) of the Special Bonus if Executive’s termination of employment occurs prior to the start of the Optional Term or (B) on December 31, 2021, one hundred percent (100%) of the Special Bonus if Executive’s Base Salary termination of employment occurs at any time on or after the time first day of the termination, payable in substantially equal installments in accordance with the Company’s regular payroll practices during the Severance Optional Term; (iii) Any Prior Year Bonus; (iv) The Prorated Bonus; and (v) To the extent permissible under the Company’s group health plan, continuation, during the Severance Term (or if earlier, until the date that Executive becomes eligible to receive any health benefits as a result of subsequent employment or service during the Severance Term), of health benefits provided to Executive and Executive’s dependents immediately prior to such termination, at the same cost applicable to active employees of the Company. Notwithstanding the foregoing, if the Company’s obligations contemplated by this Section 8(e)(v) would result in the imposition of excise taxes on the Company for failure to comply with the nondiscrimination requirements of the Patient Protection and Affordable Care Act of 2010, as amended, and the Health Care and Education Reconciliation Act of 2010, as amended (to the extent applicable) or to the extent such continuation is not permissible under the Company’s group health plan, the Company shall discontinue the health benefits provided for in this Section 8(e) and shall instead pay to Executive a lump-sum payment equal to the employer portion of premium costs of health benefits (calculated based on the premiums for the first month of such benefits following the date of Executive’s termination) provided to Executive and Executive’s dependents for the remainder of the Severance Term no later than thirty (30) days after such determination by the Company. Notwithstanding the foregoing, the payments and benefits payment described in clauses clause (ii) – (v) above shall immediately terminate, and the Company shall have no further obligations to Executive with respect theretothereto and Executive shall be required to repay the net (after-tax) amount of the Special Bonus (or portion thereof) actually paid to Executive upon the expiration of the thirty (30) day notice period described below, in the event that Executive materially breaches any provision of the Non-Interference AgreementAgreement (it being agreed by the parties that a breach of the non-competition covenants included in the Non-Interference Agreement shall be deemed material) and does not cure such breach within thirty (30) days after receipt of written notice thereof from the Company. Following such termination of Executive’s employment by Executive with Good Reason, except as set forth in this Section 8(e), Executive shall have no further rights to any compensation or any other benefits under this Agreement, including any Base Salary and Annual or portion of the Special Bonus for any time that, but for Executive’s termination of employment with Good Reason, would otherwise remain in the Term of Employment. For the avoidance of doubt, Executive’s sole and exclusive remedy upon a termination of employment with Good Reason except as set forth in this Section 8(e), Executive shall be receipt of the Severance Benefitshave no further rights to any compensation or any other benefits under this Agreement.

Termination by Executive with Good Reason. Executive may shall also have the right to terminate Executive’s employment with Good Reason during the Term of Employment by providing the Company ten this Agreement upon not less than fifteen (1015) days’ days prior written notice setting forth in reasonable specificity the event that constitutes Good Reasonto TCP, which written notice, to be effective, must be provided to the Company within sixty (60) days after occurrence of any of the occurrence following events (each of such event. The Company which shall have thirty constitute “Good Reason” for purposes of this Agreement) (30) days to cure the event constituting except that if TCP has provided notice of termination for “Cause,” Executive may not terminate this Agreement for “Good Reason (if curable), and if not cured within such period, Executive’s termination will be effective upon the expiration of such cure period, and Executive shall be entitled to:Reason”): (i) The Accrued ObligationsMaterial diminution in the nature of Executive’s title, duties, authorities and responsibilities set forth in this Agreement by TCP unless Executive expressly consents to such diminution in writing; (ii) One hundred percent (100%) of Relocates Executive’s Base Salary at the time principal place of the termination, payable in substantially equal installments in accordance with the Companyemployment by more than fifty (50) miles from TCP’s regular payroll practices during the Severance Termcurrent location from which Executive works; (iii) Any Prior Year BonusMaterial reduction in the nature of Executive’s compensation as established under this Agreement unless Executive expressly consents in writing; (iv) The Prorated Bonus; andChange in reporting structure adversely affecting Executive without the prior written consent by Executive; (v) To The determination by Executive in good faith that he is unable to provide an officer certification required under any federal law or regulation applicable to officers of a corporation; (A) The Board or a committee of the extent permissible Board has been advised that the disclosure controls and procedures of TCP are or may not be effective to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements in accordance with generally accepted accounting principles and Executive concludes in good faith that TCP has not taken appropriate remedial action on a timely basis to address any deficiencies, (B) the Board or a committee of the Board has been advised that there are material deficiencies or weaknesses in the design or operation of internal control over financial reporting of TCP and Executive concludes in good faith that TCP has not taken appropriate remedial action on a timely basis to address any deficiencies, (C) a remediation plan to correct potential material weaknesses or deficiencies in internal control over financial reporting has been adopted and Executive concludes in good faith that the requirements of such plan have not been satisfied or are unlikely to be satisfied because of any action or inaction on the part of senior management, including without limitation, lack of cooperation from senior management or (D) there has been a material violation by the chief executive officer of TCP of the Code of Conduct of either of TCP; (vii) TCP International or any successor thereto ceases for any reason to have a class of equity securities registered under the Company’s group health plan, continuation, during the Severance Term (or if earlier, until the date that Executive becomes eligible to receive any health benefits as a result of subsequent employment or service during the Severance Term), of health benefits provided to Executive and Executive’s dependents immediately prior to such termination, at the same cost applicable to active employees of the Company. Notwithstanding the foregoing, if the Company’s obligations contemplated by this Section 8(e)(v) would result in the imposition of excise taxes on the Company for failure to comply with the nondiscrimination requirements of the Patient Protection and Affordable Care Securities Exchange Act of 2010, as amended, and the Health Care and Education Reconciliation Act of 20101934, as amended (the “Exchange Act”), terminates its reporting obligations under the Exchange Act or ceases to the extent applicablehave a class of equity securities that is listed on a national securities exchange or authorized to be quoted in an inter-dealer quotation system of a registered national securities association; or (viii) There occurs a material breach of this Agreement by TCP. As to clauses (i) through (iv) and clause (viii), “Good Reason” will exist only if such diminution, reduction, change or to the extent such continuation breach is not permissible under the Company’s group health plan, the Company shall discontinue the health benefits provided for cured in this Section 8(e) and shall instead pay to Executive a lump-sum payment equal to the employer portion of premium costs of health benefits all material respects within fifteen (calculated based on the premiums for the first month of such benefits following the date of Executive’s termination) provided to Executive and Executive’s dependents for the remainder of the Severance Term no later than thirty (3015) days after such determination by the Company. Notwithstanding the foregoing, the payments and benefits described in clauses (ii) – (v) above shall immediately terminate, and the Company shall have no further obligations written notice thereof has been given to Executive with respect thereto, in the event that Executive breaches any provision of the Non-Interference Agreement. Following such termination of Executive’s employment TCP by Executive with Good Reasonprovided, except as set forth in this Section 8(e), Executive shall have that no further rights opportunity to any compensation or any other benefits under this Agreement, including any Base Salary and Annual Bonus for any time that, but for Executive’s termination of employment with Good Reason, would otherwise remain in the Term of Employment. For the avoidance of doubt, Executive’s sole and exclusive remedy upon a termination of employment with Good Reason cure shall be receipt of the Severance Benefitsprovided if such diminution, reduction, change or breach is not curable.

Termination by Executive with Good Reason. Executive may shall also have the right to terminate Executivethis Agreement upon not less than six (6) month’s employment with Good Reason during the Term of Employment by providing the Company ten (10) days’ prior written notice setting forth in reasonable specificity the event that constitutes Good Reasonto TCP, which written notice, to be effective, must be provided to the Company within sixty (60) 60 days of after the occurrence of such event. The Company any of the following events (each of which shall have thirty constitute “Good Reason” for purposes of this Agreement) (30) days to cure except that if TCP has provided notice of termination for “Cause” and the event constituting Good Reason (if curable), and if not cured within such period, Executive’s termination will be effective upon the expiration of such “Cause” continues to exist following any applicable cure period, and Executive shall be entitled to:may not terminate this Agreement for “Good Reason”): (i) The Accrued ObligationsMaterial diminution in the nature of Executive’s title, duties, authorities and responsibilities set forth in this Agreement by TCP unless Executive expressly consents to such diminution in writing; (ii) One hundred percent (100%) Relocation of Executive’s Base Salary at the time principal place of the termination, payable in substantially equal installments in accordance with the Companyemployment by more than fifty (50) miles from TCP’s regular payroll practices during the Severance Termcurrent location from which Executive works; (iii) Any Prior Year BonusMaterial reduction in the nature of Executive’s compensation as established under this Agreement unless Executive expressly consents in writing; (iv) The Prorated Bonus; andChange in reporting structure adversely affecting Executive without the prior written consent by Executive; (v) To The determination by Executive in good faith that he is unable to provide an officer certification required under any federal law or regulation applicable to officers of a corporation; (A) The Board or a committee of the extent permissible Board has been advised that the disclosure controls and procedures of TCP are or may not be effective to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements in accordance with generally accepted accounting principles and Executive concludes in good faith that TCP has not taken appropriate remedial action on a timely basis to address any deficiencies, (B) the Board or a committee of the Board has been advised that there are material deficiencies or weaknesses in the design or operation of internal control over financial reporting of TCP and Executive concludes in good faith that TCP has not taken appropriate remedial action on a timely basis to address any deficiencies, (C) a remediation plan to correct potential material weaknesses or deficiencies in internal control over financial reporting has been adopted and Executive concludes in good faith that the requirements of such plan have not been satisfied or are unlikely to be satisfied, or (D) there has been a material violation by the current or former chief executive officers of TCP of the Code of Conduct of TCP; (vii) TCP International or any successor thereto ceases for any reason to have a class of equity securities registered under the Company’s group health plan, continuation, during the Severance Term (or if earlier, until the date that Executive becomes eligible to receive any health benefits as a result of subsequent employment or service during the Severance Term), of health benefits provided to Executive and Executive’s dependents immediately prior to such termination, at the same cost applicable to active employees of the Company. Notwithstanding the foregoing, if the Company’s obligations contemplated by this Section 8(e)(v) would result in the imposition of excise taxes on the Company for failure to comply with the nondiscrimination requirements of the Patient Protection and Affordable Care Securities Exchange Act of 2010, as amended, and the Health Care and Education Reconciliation Act of 20101934, as amended (the “Exchange Act”), terminates its reporting obligations under the Exchange Act or ceases to the extent applicablehave a class of equity securities that is listed on a national securities exchange or authorized to be quoted in an inter-dealer quotation system of a registered national securities association; or (viii) There occurs a material breach of this Agreement by TCP. As to clauses (i) through (iv) and clause (viii), “Good Reason” will exist only if such diminution, reduction, change or to the extent such continuation breach is not permissible under the Company’s group health plan, the Company shall discontinue the health benefits provided for cured in this Section 8(e) and shall instead pay to Executive a lump-sum payment equal to the employer portion of premium costs of health benefits all material respects within fifteen (calculated based on the premiums for the first month of such benefits following the date of Executive’s termination) provided to Executive and Executive’s dependents for the remainder of the Severance Term no later than thirty (3015) days after written notice thereof has been given to TCP by Executive provided, that no opportunity to cure shall be provided if such determination by the Companydiminution, reduction, change or breach is not curable. Notwithstanding anything to the foregoingcontrary contained herein, the payments and benefits described if any event in clauses (ii) – (v) above shall immediately terminatethrough (vii) is not a single event but is ongoing, and the Company shall have no further obligations to Executive with respect thereto, in the including any event that Executive breaches any provision of first occurred prior to the Non-Interference Agreement. Following such termination of Executive’s employment by Executive with Good Reason, except as set forth in this Section 8(e)Effective Date, Executive shall have no further rights the right to terminate this Agreement and employment for Good Reason upon not less than one (1) year’s prior written notice to TCP during the occurrence of such event or within 60 days after the cessation of such event (except that if TCP has provided notice of termination for “Cause” and the event constituting “Cause” continues to exist following any compensation or any other benefits under applicable cure period, Executive may not terminate this Agreement, including any Base Salary and Annual Bonus Agreement for any time that, but for Executive’s termination of employment with “Good Reason, would otherwise remain in the Term of Employment. For the avoidance of doubt, Executive’s sole and exclusive remedy upon a termination of employment with Good Reason shall be receipt of the Severance Benefits”).

Termination by Executive with Good Reason. Executive may terminate Executive’s employment with Good Reason during the Term of Employment by providing the Company ten (10) days’ written notice setting Except as set forth in reasonable specificity Paragraph (d) below, in the event that constitutes Good Reason, which written notice, Executive elects to be effective, must be provided to the Company within sixty (60) days of voluntarily terminate his employment following the occurrence of such event. The Company shall have thirty (30) days to cure the event events constituting "Good Reason (if curable)Reason" for his voluntary termination of employment, and if not cured within such period, Executive’s termination will be effective upon the expiration of such cure period, and Executive shall be entitled to: to severance consideration equal to the greater of (i) The Accrued Obligations; two (2) years of salary continuation (this severance consideration does not include the right to receive any incentive bonus payments) at Executive's then current salary level, or (ii) One hundred percent salary continuation at Executive's then-current monthly salary (100%) of Executive’s Base Salary at this severance consideration does not include the time of the termination, payable in substantially equal installments in accordance with the Company’s regular payroll practices during the Severance Term; (iii) Any Prior Year Bonus; (iv) The Prorated Bonus; and (v) To the extent permissible under the Company’s group health plan, continuation, during the Severance Term (or if earlier, until the date that Executive becomes eligible right to receive any health benefits as a result incentive bonus payments) for the number of subsequent employment or service during the Severance Term), of health benefits provided to Executive and Executive’s dependents immediately prior to such termination, at the same cost applicable to active employees of the Company. Notwithstanding the foregoing, if the Company’s obligations contemplated by this Section 8(e)(v) would result months remaining in the imposition of excise taxes on the Company for failure to comply with the nondiscrimination requirements of the Patient Protection and Affordable Care Act of 2010initial term hereof, as amendedspecified in Section 3, and the Health Care and Education Reconciliation Act of 2010, as amended (to the extent applicable) or to the extent such continuation is not permissible under the Company’s group health planabove. In addition, the Company shall discontinue provide benefit continuation to the health benefits provided for extent that Executive remains eligible to participate in this Section 8(e) the applicable benefit pursuant to the terms of the respective benefit plan after termination and shall instead pay to Executive a lump-sum payment monthly an amount equal to the employer portion difference between the cost to Executive of premium costs of health benefits (calculated based medical, dental and vision coverage at the levels at which Executive is participating on the premiums for the first month of such benefits following the date of Executive’s termination) provided termination and the cost to Executive and Executive’s dependents of COBRA coverage for the remainder lesser of (x) eighteen (18) months and (y) the Severance Term no later than thirty (30) days after such determination by the Company. Notwithstanding the foregoing, the payments and benefits described in clauses (ii) – (v) above shall immediately terminate, and the Company shall have no further obligations to Executive with respect thereto, number of months remaining in the event that Executive breaches any provision initial term hereof as specified in Section 3, above. For purposes of the Non-Interference Agreement. Following such termination of Executive’s employment by Executive with Good Reason, except as set forth in this Section 8(e), Executive shall have no further rights to any compensation or any other benefits under this Agreement, including any Base Salary and Annual Bonus for any time that, but for Executive’s termination of employment with "Good Reason" is defined as (w) a reduction of greater than 10% in Executive's annual base salary; (x) a change in Executive's work location to a work location more than 50 miles from Executive's existing work location, would otherwise remain except for required travel on the Company's business to an extent consistent with Executive's then present business travel obligations; (y) an assignment to any duties inconsistent in any material adverse respect with Executive's current position, duties or responsibilities, other than an insubstantial and inadvertent act that is remedied by the Term of Employment. For the avoidance of doubt, Executive’s sole and exclusive remedy upon a termination of employment with Good Reason shall be Company promptly after receipt of notice thereof given by Executive; or (z) the Severance Benefitsfailure by the Company to continue any material benefit or compensation plan in which Executive is participating unless Executive is provided with comparable benefits.

Termination by Executive with Good Reason. Executive may terminate Executive’s employment with Good Reason during the Term of Employment by providing the Company ten (10) days’ written notice setting forth in reasonable specificity the event that constitutes Good Reason, which written notice, to be effective, must be provided to the Company within sixty (60) days of the occurrence of such event. The Company Said notice shall have thirty (30) days state in detail the particular act or acts or failure or failures to cure act that constitute the event constituting grounds on which the proposed termination for Good Reason is based and shall provide the Company with a Cure Period (if curableas defined in Section 8(c)(i) above), and if not cured within such period, Executive’s termination will shall be effective upon at the expiration of the Cure Period unless the Company has fully cured such cure periodact or acts or failure or failures to act that give rise to Good Reason during such Cure Period. In the event of termination with Good Reason, and Executive shall be entitled to: (i) The Accrued Obligations; (ii) One hundred percent (100%) of Executive’s Base Salary at the time of the termination, payable in substantially equal installments in accordance with the Company’s regular payroll practices during the Severance Term; (iii) Any Prior Year Bonus; (iv) The Prorated Bonus; and (v) To the extent permissible under the Company’s group health plan, continuation, during the Severance Term (or if earlier, until the date that Executive becomes eligible to receive any health benefits as a result of subsequent employment or service during the Severance Term), of health benefits provided to Executive and Executive’s dependents immediately prior to such termination, at the same cost applicable to active employees of the Company. Notwithstanding the foregoing, if the Company’s obligations contemplated by this Section 8(e)(v) would result in the imposition of excise taxes on the Company for failure to comply with the nondiscrimination requirements of the Patient Protection and Affordable Care Act of 2010, as amended, and the Health Care and Education Reconciliation Act of 2010, as amended (to the extent applicable) or to the extent such continuation is not permissible under the Company’s group health plan, the Company shall discontinue the health benefits provided for in this Section 8(e) and shall instead pay to Executive a lump-sum payment equal to the employer portion of premium costs of health benefits (calculated based on the premiums for the first month of such benefits following the date of Executive’s termination) provided to Executive and Executive’s dependents for the remainder of the Severance Term no later than thirty (30) days after such determination by the Company. Notwithstanding the foregoing, the payments and benefits as provided in Section 8(d) hereof for a termination by the Company without Cause, subject to the same conditions on payment and benefits as described in clauses (iiSection 8(d) – (v) above shall immediately terminate, and the Company shall have no further obligations to Executive with respect thereto, in the event that Executive breaches any provision of the Non-Interference Agreementhereof. Following such termination of Executive’s employment by Executive with Good Reason, except as set forth in this Section 8(e), Executive shall have no further rights to any compensation or any other benefits under this Agreement, including any Base Salary and Annual Bonus for any time that, but for Executive’s termination of employment with Good Reason, would otherwise remain in the Term of Employment. For the avoidance of doubt, Executive’s sole and exclusive remedy upon a termination of employment with Good Reason shall be receipt of the Severance Benefits. So long as Executive has received the first monthly installment of the Severance Payment, notwithstanding the foregoing, the payments and benefits described in clauses (ii), (iii), (iv), (v) and (vi) of Section 8(d) above that would otherwise be due and owing under this Section (e) shall immediately terminate, and the Company shall have no further obligations to Executive with respect thereto, in the event that Executive breaches any provision of the CIAA. Executive agrees that in the event Executive has breached the CIAA and Company has ceased making Severance Payments, that so long has Executive has received the first installment of the Severance Benefits, the Release of Claims shall remain in full force and effect notwithstanding the cessation of Severance Payments by Company as a result of Executive’s breach of the CIAA. Following such termination of Executive’s employment by Executive with Good Reason, except as set forth in this Section 8(e), Executive shall have no further rights to any compensation or any other benefits under this Agreement. For the avoidance of doubt, Executive’s sole and exclusive remedy upon a termination of employment by the Company without Cause shall be receipt of the Severance Benefits.

Termination by Executive with Good Reason. Executive may terminate Executive’s employment with Good Reason during the Term of Employment by providing the Company ten Subject to this Section 5(c), upon thirty (1030) days’ written notice setting forth in reasonable specificity the event that constitutes Good Reason, which written notice, to be effective, must be provided to the Company of his intent to terminate the Agreement, Executive shall have the right to terminate his employment under this Agreement for “Good Reason.” For purposes of this Agreement, “Good Reason” is defined as any one of the following: (i) Company’s willful material breach of any provision of this Agreement; (ii) any material adverse change in Executive’s position (including status, offices, titles and reporting requirements), authority, duties or responsibilities (other than a change due to Executive’s Permanent Disability or as an accommodation under the Americans With Disabilities Act) which results in: (A) a diminution in any material respect in Executive’s position, authority, duties, responsibilities or compensation, which diminution continues in time over at least thirty (30) days, such that it constitutes an effective demotion; or (B) a material diversion from Executive’s performance of the functions of Executive’s position, excluding for this purpose material adverse changes made with Executive’s written consent or due to Executive’s termination For Cause or termination by Executive without Good Reason; or (iii) relocation of the Company’s headquarters and/or Executive’s regular work address to a location which requires him to travel more than forty (40) miles from Executive’s place of employment on the date hereof; provided, however, that it shall not constitute Good Reason unless Executive shall have provided the Company with written notice of its alleged actions constituting Good Reason (which notice shall specify in reasonable detail the particulars of such Good Reason) within sixty (60) 30 days of the occurrence of events alleged actions constituting Good Reason and Company has not cured any such event. The Company shall have alleged Good Reason or substantially commenced its effort to cure such breach within thirty (30) days to cure of the event constituting Company’s receipt of such written notice. If the Executive’s employment is terminated by the Executive with Good Reason (if curable)Reason, and if not cured within such periodthe Executive has been employed by the Company for at least twelve (12) months following the Effective Date, Executive’s termination will be effective upon the expiration of such cure period, and Executive shall be entitled to: continue to receive his base salary for a period of twelve (i12) The Accrued Obligations; (ii) One hundred percent (100%) months from the effective date of Executive’s Base Salary at the time of the termination, payable in substantially equal installments (subject to the timing restrictions below) in accordance with the Company’s regular normal payroll practices during the Severance Term; schedule, and in addition, if Executive timely elects to receive Consolidated Omnibus Budget Reconciliation Act (iii“COBRA”) Any Prior Year Bonus; (iv) The Prorated Bonus; and (v) To the extent permissible continuation coverage under the Company’s group health medical plan, continuation, during the Severance Term Company shall reimburse the same portion of the premium costs for the medical portion of such COBRA coverage for a period of eighteen (or if earlier, until 18) months as the date Company was paying on Executive’s behalf under the Company’s medical plan immediately prior to the termination of Executive’s employment; provided that Executive becomes is and remains eligible for such COBRA continuation coverage. For the avoidance of doubt, it is understood and agreed that any period during which the Company reimburses for a portion of Executive’s COBRA premium costs pursuant to receive any the preceding sentence shall count toward the 18-month maximum COBRA eligibility period. Payments hereunder will be subject to all applicable withholding taxes. The base salary continuation and continued health benefits insurance coverage is referred to herein as “Severance Benefits”. If the Executive’s employment is terminated by the Executive prior to the first twelve (12) months of employment with the Company pursuant to this Section 5 (c), the Executive shall be entitled to Severance Benefits as outlined above only if the employment is terminated by the Executive as a result of subsequent employment or service during the Severance Term), of health benefits provided Company’s failure to Executive and pay the Executive’s dependents immediately prior base salary pursuant to this Agreement and such termination, at the same cost applicable to active employees breach remains uncured following thirty (30) days of the Company’s receipt of such written notice. Notwithstanding the foregoing, if Executive shall not be entitled to any Severance Benefits unless (i) Executive complies with all of the Company’s obligations contemplated restrictive covenants by which he is bound (whether pursuant to this Section 8(e)(vAgreement or otherwise), including, but not limited to, any non-competition agreement, non-solicitation agreement, confidentiality agreement or invention assignment agreement signed by Executive, and (ii) would result the Executive executes, delivers and does not revoke a general release in the imposition of excise taxes on form and substance acceptable to the Company for failure to comply with the nondiscrimination requirements of the Patient Protection and Affordable Care Act of 2010, as amended, and the Health Care and Education Reconciliation Act of 2010, as amended (to the extent applicable) or to the extent such continuation is not permissible under the Company’s group health plan, the Company shall discontinue the health benefits provided for in this Section 8(e) and shall instead pay to Executive a lump-sum payment equal to the employer portion of premium costs of health benefits (calculated based on the premiums for the first month of such benefits following the date of Executive’s termination) provided to Executive and Executive’s dependents for the remainder of the Severance Term no later than thirty (30) days (or forty-five (45) days as may be required under applicable law) after the date of termination and any revocation period with respect to such determination by release has expired which release will be provided to Executive within five (5) days following Executive’s termination; further provided, however, that if the Company. Notwithstanding the foregoingconsideration and/or revocation period straddles two taxable years, the payments and benefits described in clauses (ii) – (v) above shall immediately terminate, and then the Company shall have no further obligations to Executive with respect thereto, accumulate any severance payments payable during the year of termination and shall make the accumulated severance payments starting in the event second of such taxable years at the time the first scheduled payment for such second taxable year is payable, regardless of which taxable year the executed release is delivered. The parties hereto acknowledge that Executive breaches any provision of the Non-Interference Agreement. Following such termination of Executive’s employment by Executive with Good Reason, except as set forth in Severance Benefits to be provided under this Section 8(e), Executive shall have no further rights 5(c) are to any compensation or any other benefits under this Agreement, including any Base Salary and Annual Bonus be provided in consideration for any time that, but for Executive’s termination of employment with Good Reason, would otherwise remain in the Term of Employment. For the avoidance of doubt, Executive’s sole and exclusive remedy upon a termination of employment with Good Reason shall be receipt of the Severance Benefitsabove-specified release.

Termination by Executive with Good Reason. Executive may terminate Executive’s employment with Good Reason during Subject to the Term of Employment by providing the Company ten provisions detailed below, upon thirty (1030) days’ written notice setting forth in reasonable specificity the event that constitutes Good Reason, which written notice, to be effective, must be provided to the Company of his intent to terminate the Agreement, Executive shall have the right to terminate his employment under this Agreement for “Good Reason.” For purposes of this Agreement, “Good Reason” is defined as any one of the following: (i) Company’s willful material breach of any provision of this Agreement; (ii) any material adverse change in Executive’s position (including status, offices, titles and reporting requirements), authority, duties or responsibilities (other than a change due to Executive’s Permanent Disability or as an accommodation under the Americans With Disabilities Act) which results in: (A) a diminution in any material respect in Executive’s position, authority, duties, responsibilities or compensation, which diminution continues in time over at least thirty (30) days, such that it constitutes an effective demotion; or (B) a material diversion from Executive’s performance of the functions of Executive’s position, excluding for this purpose material adverse changes made with Executive’s written consent or due to Executive’s termination For Cause or termination by Executive without Good Reason; or (iii) relocation of the Company’s headquarters and/or Executive’s regular work address to a location which requires him to travel more than forty (40) miles from Executive’s place of employment on the date hereof; provided, however, that it shall not constitute Good Reason unless Executive shall have provided the Company with written notice of its alleged actions constituting Good Reason (which notice shall specify in reasonable detail the particulars of such Good Reason) within sixty (60) 30 days of the occurrence of events alleged actions constituting Good Reason and Company has not cured any such event. The Company shall have alleged Good Reason or substantially commenced its effort to cure such breach within thirty (30) days to cure of the event constituting Good Reason (if curable), and if not cured within Company’s receipt of such period, written notice. If the Executive’s termination will be effective upon employment is terminated by the expiration of such cure periodExecutive with Good Reason, and the Executive shall be entitled to: continue to receive his base salary for a period of twelve (i12) The Accrued Obligations; (ii) One hundred percent (100%) months from the effective date of Executive’s Base Salary at the time of the termination, payable in substantially equal installments in accordance with the Company’s regular normal payroll practices during the Severance Term; schedule, and in addition, if Executive elects to receive Consolidated Omnibus Budget Reconciliation Act (iii“COBRA”) Any Prior Year Bonus; (iv) The Prorated Bonus; and (v) To the extent permissible continuation coverage under the Company’s group health medical plan, continuation, during the Severance Term Company shall reimburse the same portion of the premium costs for the medical portion of such COBRA coverage for a period of eighteen (or if earlier, until 18) months as the date that Executive becomes eligible to receive any health benefits as a result of subsequent employment or service during the Severance Term), of health benefits provided to Executive and Company was paying on Executive’s dependents behalf under the Company’s medical plan immediately prior to the termination of Executive’s employment; provided that Executive is and remains eligible for such terminationCOBRA continuation coverage. For the avoidance of doubt, at it is understood and agreed that any period during which the same cost Company reimburses for a portion of Executive’s COBRA premium costs pursuant to the preceding sentence shall count toward the 18-month maximum COBRA eligibility period. Payments hereunder will be subject to all applicable withholding taxes. The base salary continuation and continued health insurance coverage is referred to active employees of the Companyherein as “Severance Benefits”. Notwithstanding the foregoing, if Executive shall not be entitled to any Severance Benefits unless (i) Executive complies with all of the Company’s obligations contemplated restrictive covenants by which he is bound (whether pursuant to this Section 8(e)(vAgreement or otherwise), including, but not limited to, any non-competition agreement, non-solicitation agreement, confidentiality agreement or invention assignment agreement signed by Executive, and (ii) would result the Executive executes, delivers and does not revoke a general release in the imposition of excise taxes on form and substance acceptable to the Company for failure to comply with the nondiscrimination requirements of the Patient Protection and Affordable Care Act of 2010, as amended, and the Health Care and Education Reconciliation Act of 2010, as amended (to the extent applicable) or to the extent such continuation is not permissible under the Company’s group health plan, the Company shall discontinue the health benefits provided for in this Section 8(e) and shall instead pay to Executive a lump-sum payment equal to the employer portion of premium costs of health benefits (calculated based on the premiums for the first month of such benefits following the date of Executive’s termination) provided to Executive and Executive’s dependents for the remainder of the Severance Term no later than thirty (30) days after the date of termination and any revocation period with respect to such determination by release has expired; further provided, however, that if the Company. Notwithstanding the foregoingconsideration and/or revocation period straddles two taxable years, the payments and benefits described in clauses (ii) – (v) above shall immediately terminate, and then the Company shall have no further obligations to Executive with respect thereto, make the severance payments starting in the event second of such taxable years, regardless of which taxable year the executed release is delivered. The parties hereto acknowledge that Executive breaches any provision of the Non-Interference Agreement. Following such termination of Executive’s employment by Executive with Good Reason, except as set forth in Severance Benefits to be provided under this Section 8(e), Executive shall have no further rights 5(c) are to any compensation or any other benefits under this Agreement, including any Base Salary and Annual Bonus be provided in consideration for any time that, but for Executive’s termination of employment with Good Reason, would otherwise remain in the Term of Employment. For the avoidance of doubt, Executive’s sole and exclusive remedy upon a termination of employment with Good Reason shall be receipt of the Severance Benefitsabove-specified release.

Termination by Executive with Good Reason. The Executive may terminate his employment with good reason any time after the Executive has actual knowledge of the occurrence, without the written consent of the Executive, of one of the following events (each event being referred to herein as “Good Reason”): (A) any change in the duties or responsibilities (including reporting responsibilities) of the Executive that is inconsistent in any adverse respect with the Executive’s employment position(s), duties, responsibilities or status with Good Reason during the Term Company immediately prior to such change (including any diminution of Employment such duties or responsibilities) or (B) an adverse change in the Executive’s titles or offices with the Company; ii. a reduction in the Executive’s Base Salary or annual incentive or long-term incentive opportunity; iii. the relocation of the Company’s principal executive offices from Bermuda; iv. the failure of the Company to continue in effect any material employee benefit plan, compensation plan, welfare benefit plan or fringe benefit plan in which the Executive is participating immediately prior to the date of this Agreement or the taking of any action by the Company which would adversely affect the Executive’s participation in or reduce the Executive’s benefits under any such plan, unless the Executive is permitted to participate in other plans providing the Executive with substantially equivalent benefits; v. any refusal by the Company to continue to permit the Executive to engage in activities not directly related to the business of the Company which the Executive was permitted to engage in prior to the date of this Agreement; vi. the Company’s failure to provide in all material respects the indemnification set forth in the Company’s Articles of Incorporation, By-Laws, or any other written agreement between the Executive and Company; vii. the failure of the Company to obtain the assumption agreement from any successor giving rise to a Change of Control as contemplated in Section 10(a); viii. any other breach of a material provision of this Agreement by the Company. For purposes of clauses (iv) through (vi) and (viii) above, an isolated, insubstantial and inadvertent action taken in good faith and which is remedied by the Company within ten (10) days’ written days after receipt of notice setting forth in reasonable specificity thereof given by the event that constitutes Executive shall not constitute Good Reason, which written notice, to be effective, must be provided to the Company within sixty (60) days of the occurrence of such event. The Company shall have thirty (30) days to cure the event constituting Good Reason (if curable), and if not cured within such period, Executive’s termination will be effective upon the expiration of such cure period, and Executive shall be entitled to: (i) The Accrued Obligations; (ii) One hundred percent (100%) of Executive’s Base Salary at the time of the termination, payable in substantially equal installments in accordance with the Company’s regular payroll practices during the Severance Term; (iii) Any Prior Year Bonus; (iv) The Prorated Bonus; and (v) To the extent permissible under the Company’s group health plan, continuation, during the Severance Term (or if earlier, until the date that Executive becomes eligible right to receive any health benefits as a result of subsequent employment or service during the Severance Term), of health benefits provided to Executive and Executive’s dependents immediately prior to such termination, at the same cost applicable to active employees of the Company. Notwithstanding the foregoing, if the Company’s obligations contemplated by this Section 8(e)(v) would result in the imposition of excise taxes on the Company for failure to comply with the nondiscrimination requirements of the Patient Protection and Affordable Care Act of 2010, as amended, and the Health Care and Education Reconciliation Act of 2010, as amended (to the extent applicable) or to the extent such continuation is not permissible under the Company’s group health plan, the Company shall discontinue the health benefits provided for in this Section 8(e) and shall instead pay to Executive a lump-sum payment equal to the employer portion of premium costs of health benefits (calculated based on the premiums for the first month of such benefits following the date of Executive’s termination) provided to Executive and Executive’s dependents for the remainder of the Severance Term no later than thirty (30) days after such determination by the Company. Notwithstanding the foregoing, the payments and benefits described in clauses (ii) – (v) above shall immediately terminate, and the Company shall have no further obligations to Executive with respect thereto, in the event that Executive breaches any provision of the Non-Interference Agreement. Following such termination of Executive’s employment by Executive with Good Reason, except as set forth in this Section 8(e), Executive shall have no further rights to any compensation or any other benefits under this Agreement, including any Base Salary and Annual Bonus for any time that, but for Executive’s termination of employment with Good Reason, would otherwise remain in the Term of Employment. For the avoidance of doubt, Executive’s sole and exclusive remedy upon a termination of terminate employment with Good Reason shall not be receipt affected by the Executive’s incapacity due to mental or physical illness and the Executive’s continued employment shall not constitute consent to, or a waiver of the Severance Benefitsrights with respect to, any event or condition constituting cause.

Termination by Executive with Good Reason. 5.6.1 The Executive may terminate Executive’s his employment hereunder at any time with Good Reason during the Term of Employment by providing upon notice to the Company ten (10) days’ written notice setting forth in reasonable specificity detail the event that constitutes nature of such Good Reason. Any of the following events shall constitute Good Reason, which written unless the Executive has expressly consented to such event in writing; provided, however, that no such event shall be deemed to constitute Good Reason if, within 30 days after the receipt by the Company of such notice, to be effective, must be provided to such event has been fully corrected and the Company within sixty (60) days of the occurrence of such event. The Company shall have thirty (30) days to cure the event constituting Good Reason (if curable), and if not cured within such period, Executive’s termination will be effective upon the expiration of such cure period, and Executive shall be entitled tohas been reasonably compensated for any losses or damages resulting therefrom: (ia) The Accrued Obligationsfailure of the shareholders of the Company to elect the Executive as a Director of the Company or to continue the Executive in such office; (iib) One hundred percent a material adverse change made by the Company in the Executive’s title, functions, duties, reporting requirements or responsibilities; (100%c) of a reduction by the Company in the Executive’s Base Salary at as the same may be increased from time to time, except for a reduction that occurs in connection with a cost cutting program under which the Base Salaries of the termination, payable in substantially equal installments in accordance with the Company’s regular payroll practices during the Severance Termall senior officers are reduced; (iiid) Any Prior Year Bonusa reduction in the Executive’s target annual bonus opportunity below 100% of Base Salary; (ive) The Prorated Bonus; and (v) To a material reduction in the extent permissible under the Company’s group health plan, continuation, during the Severance Term (or if earlier, until the date that Executive becomes eligible to receive any health benefits as a result package of subsequent employment or service during the Severance Term), of health fringe benefits provided to the Executive as of the date hereof, taken as a whole, or the elimination of any material fringe benefit provided to the Executive as of the date hereof; (f) the failure by the Company to provide the Executive with facilities, equipment and administrative support sufficient to enable him to properly perform his duties and responsibilities; (g) the change in the principal location at which the Executive performs his duties to a location that is more than fifty (50) miles from the Executive’s dependents immediately prior to such termination, at the same cost applicable to active employees current location; or (h) any material breach of this Agreement by the Company. Notwithstanding . 5.6.2 In the foregoing, if the Company’s obligations contemplated by this event of any termination pursuant to Section 8(e)(v) would result in the imposition of excise taxes on the Company for failure to comply with the nondiscrimination requirements of the Patient Protection and Affordable Care Act of 2010, as amended, and the Health Care and Education Reconciliation Act of 2010, as amended (to the extent applicable) or to the extent such continuation is not permissible under the Company’s group health plan5.6.1, the Company shall discontinue pay the health benefits provided for in this Section 8(eExecutive (a) and shall instead pay to Executive a lump-sum payment equal to the employer portion of premium costs of health benefits (calculated based on the premiums for the first month of such benefits following Base Salary earned but unpaid through the date of Executive’s termination) provided to Executive and Executive’s dependents for the remainder of the Severance Term , payable no later than the next regularly scheduled pay day following the effective date of termination; (b) any unpaid portion of any Bonus for the fiscal year preceding the Termination Year that was earned but has not been paid, payable at the times the Company pays its other executives such bonuses in accordance with its general payroll policies, and (c) a Bonus with respect to the Termination Year, payable within thirty (30) days after such determination the effective date of termination, in an amount determined by multiplying the Bonus that was payable to the Executive with respect to the fiscal year immediately preceding the Termination Year by a fraction, the denominator of which shall be 365 and the numerator of which shall be the number of days during the Termination Year in which the Executive was employed by the Company. Notwithstanding . 5.6.3 Within thirty (30) days after the foregoingeffective date of any termination pursuant to Section 5.6.1, the payments and benefits described in clauses (ii) – (v) above shall immediately terminate, and the Company shall have no further obligations pay the Executive a single lump sum in cash in an amount equal to 100% times the sum of (a) the Executive’s Base Salary in effect at the effective date of termination, plus (b) the amount of the Bonus payable to the Executive with respect thereto, in to the event that Executive breaches any provision fiscal year immediately preceding the Termination Year. 5.6.4 After the end of the Non-Interference Agreement. Following such termination fiscal year of the Company in which the Executive’s employment is terminated, the Board shall determine the amount of the bonus that would have been paid to the Executive if the Executive had been employed for the entire fiscal year and shall multiply that amount by Executive with Good Reason, except as the fraction set forth in this clause (c) of Section 8(e), Executive shall have no further rights to any compensation or any other benefits under this Agreement, including any Base Salary and Annual Bonus for any time that, but for Executive’s termination of employment with Good Reason, would otherwise remain in the Term of Employment. For the avoidance of doubt, Executive’s sole and exclusive remedy upon a termination of employment with Good Reason shall be receipt of the Severance Benefits5.6.

Termination by Executive with Good Reason. Executive may shall also have the right to terminate Executivethis Agreement upon not less than one (1) year’s employment with Good Reason during the Term of Employment by providing the Company ten (10) days’ prior written notice setting forth in reasonable specificity the event that constitutes Good Reasonto TCP, which written notice, to be effective, must be provided to the Company within sixty (60) 60 days of after the occurrence of such event. The Company any of the following events (each of which shall have thirty constitute “Good Reason” for purposes of this Agreement) (30) days to cure except that if TCP has provided notice of termination for “Cause” and the event constituting Good Reason (if curable), and if not cured within such period, Executive’s termination will be effective upon the expiration of such “Cause” continues to exist following any applicable cure period, and Executive shall be entitled to:may not terminate this Agreement for “Good Reason”): (i) The Accrued ObligationsMaterial diminution in the nature of Executive’s title, duties, authorities and responsibilities set forth in this Agreement by TCP unless Executive expressly consents to such diminution in writing; (ii) One hundred percent (100%) Relocation of Executive’s Base Salary at the time principal place of the termination, payable in substantially equal installments in accordance with the Companyemployment by more than fifty (50) miles from TCP’s regular payroll practices during the Severance Termcurrent location from which Executive works; (iii) Any Prior Year BonusMaterial reduction in the nature of Executive’s compensation as established under this Agreement unless Executive expressly consents in writing; (iv) The Prorated Bonus; andChange in reporting structure adversely affecting Executive without the prior written consent by Executive; (v) To The determination by Executive in good faith that he is unable to provide an officer certification required under any federal law or regulation applicable to officers of a corporation; (A) The Board or a committee of the extent permissible Board has been advised that the disclosure controls and procedures of TCP are or may not be effective to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements in accordance with generally accepted accounting principles and Executive concludes in good faith that TCP has not taken appropriate remedial action on a timely basis to address any deficiencies, (B) the Board or a committee of the Board has been advised that there are material deficiencies or weaknesses in the design or operation of internal controls over financial reporting of TCP and Executive concludes in good faith that TCP has not taken appropriate remedial action on a timely basis to address any deficiencies, (C) a remediation plan to correct potential material weaknesses or deficiencies in internal controls over financial reporting has been adopted and Executive concludes in good faith that the requirements of such plan have not been satisfied or are unlikely to be satisfied, or (D) there has been a material violation by a former chief executive officer of TCP of the Code of Conduct of TCP; (vii) TCP International or any successor thereto ceases for any reason to have a class of equity securities registered under the Company’s group health plan, continuation, during the Severance Term (or if earlier, until the date that Executive becomes eligible to receive any health benefits as a result of subsequent employment or service during the Severance Term), of health benefits provided to Executive and Executive’s dependents immediately prior to such termination, at the same cost applicable to active employees of the Company. Notwithstanding the foregoing, if the Company’s obligations contemplated by this Section 8(e)(v) would result in the imposition of excise taxes on the Company for failure to comply with the nondiscrimination requirements of the Patient Protection and Affordable Care Securities Exchange Act of 2010, as amended, and the Health Care and Education Reconciliation Act of 20101934, as amended (the “Exchange Act”), terminates its reporting obligations under the Exchange Act or ceases to the extent applicablehave a class of equity securities that is listed on a national securities exchange or authorized to be quoted in an inter-dealer quotation system of a registered national securities association; or (viii) There occurs a material breach of this Agreement by TCP. As to clauses (i) through (iv) and clause (viii), “Good Reason” will exist only if such diminution, reduction, change or to the extent such continuation breach is not permissible under the Company’s group health plan, the Company shall discontinue the health benefits provided for cured in this Section 8(e) and shall instead pay to Executive a lump-sum payment equal to the employer portion of premium costs of health benefits all material respects within fifteen (calculated based on the premiums for the first month of such benefits following the date of Executive’s termination) provided to Executive and Executive’s dependents for the remainder of the Severance Term no later than thirty (3015) days after written notice thereof has been given to TCP by Executive provided, that no opportunity to cure shall be provided if such determination by the Companydiminution, reduction, change or breach is not curable. Notwithstanding anything to the foregoingcontrary contained herein, the payments and benefits described if any event in clauses (ii) – (v) above shall immediately terminatethrough (vii) is not a single event but is ongoing, and the Company shall have no further obligations to Executive with respect thereto, in the including any event that Executive breaches any provision of first occurred prior to the Non-Interference Agreement. Following such termination of Executive’s employment by Executive with Good Reason, except as set forth in this Section 8(e)Effective Date, Executive shall have no further rights the right to terminate this Agreement and employment for Good Reason upon not less than one (1) year’s prior written notice to TCP during the occurrence of such event or within 60 days after the cessation of such event (except that if TCP has provided notice of termination for “Cause” and the event constituting “Cause” continues to exist following any compensation or any other benefits under applicable cure period, Executive may not terminate this Agreement, including any Base Salary and Annual Bonus Agreement for any time that, but for Executive’s termination of employment with “Good Reason, would otherwise remain in the Term of Employment. For the avoidance of doubt, Executive’s sole and exclusive remedy upon a termination of employment with Good Reason shall be receipt of the Severance Benefits”).